Doctor Who: Leviathan
by Phoenix-cry
Summary: A trip to the beach ends up underwater when the TARDIS lands further from shore than expected. Bad navigation doesn't dampen the Doctor's spirits as he and the Ponds discover a civilization beneath the waves: Leviathan. The Doctor quickly learns that he is not the first Time Lord the forgotten people have encountered as a face from his past threatens the future of the city.
1. Chapter 1

NOTE: Hello readers! I just wanted to thank you all for the encouragement you've shown me so far. I'm having a lot of fun in the Whoniverse. I love to chat with fans so always feel free to pm me or whatever.

For those who voted for the companions at the end of Songbird, it was a close race at first but Amy and Rory won out by five points in the end. However seeing as there is clearly a lot of interest for Clara as well I promise that my next Who adventure after this one will feature Clara as the companion.

* * *

Doctor Who: Leviathan

Chapter One

"Amy?" Rory called. "Is the milk still good? Amy?"

Not getting a response Rory stared at the carton of milk in the fridge apprehensively. He remembered buying it before the Doctor had taken them to the 1939 World's Fair in New York. What he couldn't remember was if the Doctor had returned them in a timely manner afterward. The trip had taken a day of his time, but that didn't mean it had only been a day from the milk's perspective.

Resigning himself to his fate Rory reached in the fridge and picked up the carton. It still had a few days before its 'sell by' date, but he was constantly amazed by how little that date seemed to matter when it came to the actual freshness. Still stooped in the fridge Rory opened the top and gave the white liquid a tentative sniff. Sighing in relief that the milk was unspoiled, a scent he couldn't stand, Rory stood up.

"Rory!" The Doctor cried enthusiastically.

Rory yelped in surprise at the sudden appearance of the Doctor on the far side of the open fridge door. He was sporting an odd bright pink stripe down his nose and under his eyes like war paint gone horribly wrong. The milk carton slipped from Rory's hand and struck his barefoot before spilling cold milk across the floor. Rory cried out in a combination of pain and frustration with the way his day was starting out. Smiling brightly the Doctor joined in with Rory's shout with an enthusiastic cry of his own. Rory silenced them both with a sour look that nearly had the power to curdle the milk on the floor.

"Morning Rory. Why are we screaming?" The Doctor asked cheerfully.

"Doctor, what did I say about sneaking into the house?" Rory grumbled.

"I honestly don't remember." The Doctor looked around. "Where's Amy?"

"She's upsta..."

Rory stopped as he closed the fridge door and discovered the Doctor was wearing little more than a pair of iridescent swim trunks and a set of bright orange water wings on each arm. Rory quickly brought his hand up over his eyes, but it was too late, the image was burned into the back of his retinas.

"I'm going have nightmares for a month." Rory whimpered.

"Nightmares?"

"Why are you dressed like that?"

"I told Amy I'd take her back to the beach. You're coming too right?"

"No, I'm going to work."

"Work is boring." The Doctor complained. "Come with us. This beach has automatic sand! How cool is that?"

"What does that even mean?"

"It cleans itself of rubbish, just be careful not to lay too still on it for too long or it will try and clean you off the beach too. It's a bug they are still trying to work out of the system, but as long as you shift around every ten minutes or so it's perfectly safe."

Rory stared at the Doctor for a moment trying to determine if he was joking or not and realized that he probably wasn't. Rory was about to protest further about the impromptu trip to the carnivorous beach when Amy arrived downstairs, fresh from a shower. She looked over the Doctor's odd apparel with considerably less surprise than Rory had.

"Doctor why are you half naked in my kitchen at six in the morning?"

"Space Florida!" The Doctor replied with childish excitement.

"Oh I love Space Florida!" Amy brightened instantly. "I'll get my bathing suit. Come on, Rory, you'll love it."

"I have to get to work." Rory complained. "Besides I hate the beach. I'm not going, and that's final."

"Fine." Amy smiled mischievously. "I'm sure any number of the body builders on the beach will be more than willing to put sun tan lotion on my back."

"I can help with that too." The Doctor offered innocently.

"Thank you, Docto..."

"No, no, forget it!" Rory interrupted quickly. "No one lotions my wife except me."

"So you'll come?" Amy asked.

"Fine, but I'm not going in the ocean, too many sharks."

"Space Florida only has dolphins." The Doctor pointed out.

"I don't particularly trust them either."


	2. Chapter 2

Chapter Two

"Where did you find this stuff?" Amy asked as she smudged some of the pink zinc sunscreen off the Doctor's nose.

"1983."

"Figures."

"I would think 'Space Florida' would be advanced enough to have a sun that didn't cause sun burn to go along with the automatic sand." Rory said.

"Oh it does," the Doctor smiled "I just like the look."

Amy chuckled. She reached out and rubbed the pink off her finger on Rory's nose. He didn't look impressed and quickly rubbed it off on the back of his hand. Standing at the TARDIS console the Doctor mucked with the various buttons and levers. Rory had talked him into putting on a white t-shirt and Amy had convinced him the water wings weren't necessary. Ready to fly he put his hand on the large red lever.

"Off we go!"

With the usual fanfare of grinding and wheezing the TARDIS took off. Seconds later they landed hard with enough force to throw everyone off balance. Amy wrapped her arms over her stomach as a wave of nausea washed over her. Looking to Rory she could see he was a little green around the gills as well. The Doctor shook his head to clear it and tapped on one of the control screens as if that would change what he was looking at.

"Hmmmm..." The Doctor tapped on the screen again.

"I hate it when you make that noise." Rory lamented.

"Doctor? What happened?"

"Well if the sensors are to be believed: something that's never happened before."

"Are the sensors to be believed?" Rory asked.

"Only one way to find out!"

Sailing down the dais stairs the Doctor raced over to the doors and yanked them open. Amy wasn't exactly sure what she was looking at but whatever it was it caused the Doctor to make a noise of impressed surprise. From where Amy was standing all she could see was a uniform pale blue. Rory took Amy's hand and they joined the Doctor by the door.

Fascinated by the blue haze the Doctor pulled out his sonic from the pocket of his swim trunks, which he had explained once to Amy had Time Lord tech: drier on the inside. He began scanning the opaque sheet that covered the entrance. Amy's first thought was that they had landed inside a glacier and were looking at a solid wall of ice, but it didn't give off any cold air. Amy realized that the solid wall was starting to become more translucent as the Doctor changed the sound on the sonic.

"What is going on?" Rory asked.

"We're sinking." The Doctor beamed.

"What? Why are we sinking?" Rory asked in horror.

"Because the TARDIS doesn't float. Why else would anything sink? It's volume displacement issu..."

"Doctor, what are we going to do about the fact that we are sinking?" Amy asked trying to bring the Doctor back to focusing on the problem.

"Right now I'm working on getting us a better view." The Doctor said as he continued to muck with the sonic. "Ah, there, this should do it."

With a high pitched squeal from the sonic the frosty wall suddenly vanished allowing for a crystal clear view out into the ocean that they were currently heading to the bottom of. Amy gasped in amazement at the vast expanse that faded into a deep blue in the distance. A large shoal of tuna like fish swam a few hundred feet away in an organized blob that seemed to move as one creature. The surface could still be seen as a dazzling undulating sheet as the sunlight struck it, however the ocean floor was lost to the blue haze of the abyss as the light was scattered by the water.

"The same shield that keeps the air from rushing out in space is more than powerful enough to keep water out." The Doctor explained even though no one had asked. "I've never really bothered refining the shield's surface because it never mattered before. However with the water you need more of a glass like surface to get a good view."

"It's breathtaking." Amy said amazed as she stared out into the depths.

A small curious fish came up to the doors and fell into the TARDIS as it swam too close. The Doctor caught the colourful creature before it hit the floor. He tossed the fish back at the wall of water. Once back in the sea the fish dashed off with a bright glint as the sunlight bounced off its scales.  
"I thought we were going to the beach." Rory said as he took a step back, even on Earth he had never been comfortable with the concept of the ocean and all the dangerous creatures that swam around in it.

"Slight miscalculation. This isn't anywhere near Space Florida...actually I can't say that for a fact."

"Why not?"

"Because I have no idea where we are and therefore I can't really know how far from Space Florida it is."

"You don't know where we are?" Rory asked in concern. "How can you not know?"

"It's a big Universe, even the Time Lords didn't have it all mapped out." The Doctor shrugged. "Wherever this is the sun is a lot more powerful than on Earth. We should be in the twilight zone by now."

"I feel like I'm in the Twilight Zone every time you're around." Rory muttered.

"No, the twilight zone in the ocean is where the water has absorbed most of the light, even in the clearest waters it starts a little less than two hundred meters down."

"How far down are we?" Amy asked as she tried to judge from the rippled mirror of the surface, but without a sense of scale it was impossible for her to tell.

"I'd say five or six hundred meters, and plenty of light...the surface must be scorching hot."

Rory jumped back as the shadow of an immense fish darkened the doorway. The oversized grouper type fish swam near the entrance to the TARDIS and stared inside with an unblinking eye the size of a dinner plate. The Doctor flashed the sonic at the creature and it sped off. It wasn't long before a large school of purple minnows swirled around the TARDIS blocking the view of the ocean beyond with millions of tiny bodies.

"What are they doing?" Amy asked as she move up closer to the barrier to view the fish.

"I suspect that they saw us scare off the grouper and they want to be friends."

"Great." Rory sighed. "Just what I've always wanted, fish friends."

"Ocean going creatures can be amazingly curious and brave when confronted with a new element in their world." The Doctor said as he reached his hand out into the water causing the minnows to automatically move away and make space in the mass of fish for his hand. They swam in perfect unison a few inches from his hand no matter where he moved it as if his hand was a magnet pushing away metal shavings.

Amy went to stick her hand out into the water as well, however Rory lashed out and stopped her.

"Amy! We are hundreds of meters underwater the pressure will crush your hand."

"Don't worry, Rory, it's safe." The Doctor assured. "We aren't even a kilometer down, it would take at least fifteen to 'crush' a human. Most of the issues with deep diving have to do with blood gas mixes from breathing compressed air, so it won't hurt her hand any more than you are right now."

Rory looked down and saw that he had a white knuckled grip on Amy's wrist. Rory released her with a slight flush of embarrassment. Amy chuckled and put her palm against the vertical ocean wall before pushing through it. The water was surprisingly cold as the current brushed past her skin. The fish made room for her perfectly and formed a swirling living tunnel around her hand as they adapted to the new comer. Amy laughed as she moved her hand around and found that she was always just a few inches from the mass of tiny fish.

"Cool, eh?" The Doctor asked.

"Very."

Amy was just about to pull her hand out of the water when suddenly all of the fish surged away from the TARDIS. Amy yelped and jerked back as a pale white tentacle with large suckers on it darted into the TARDIS and latched onto the door. With amazing speed a mass of writhing slime covered snake like arms blocked the entire door. The creature seemed wary of the dry interior and kept the bulk of its mass outside. The arms that did invade the interior quickly fell to the floor or suckered on to the door, without the support of the water the arms had trouble holding themselves up against gravity.

"Oh dear..." The Doctor said as he stepped back from one of the arms slithering across the floor.

"Doctor!" Amy warned.

"Stay calm, it's probably more afraid of us than we are of it."

"I *highly* doubt that!" Rory cried as he pulled Amy further back.

"Excuse me," the Doctor addressed the squid directly "you really don't want to come in here, it's all dry and there really isn't anything good to eat."

The mass of arms pulsed and squirmed until a beak like mouth was exposed. The beak snapped at the Doctor, determined to decide for itself if he was eatable or not. The Doctor adjusted the sonic and lightly touched it to the nearest sucker arm. The squid instantly released its hold on the TARDIS and darkened the waters around them with a spray of dark purple ink. Lost in the dark the TARDIS jarred slightly as it reached the bottom.

"Oh wow..." The Doctor breathed as the ink cloud dissipated. "I...I don't believe it."

"Doctor?"

The Doctor didn't respond, he was hypnotized with the view out across the sea floor. Amy managed to untangle herself from Rory's protective grip and joined the Doctor back by the door. They had landed on a ledge of an undersea mountain and could see out over the flat rock bottom below. Off in the distance shrouded in the blue haze of the sea was a gigantic dome that had the spires of a city reaching up to and in some cases out of the protective glass.

Still staring at the city the Doctor had to reach out and put his hand against the TARDIS door frame to help keep him on his feet. It was hard to tell from this distance but the city seemed to be alive, there were lights in the windows of the buildings that shimmered with the distortion of the water. Amy pulled her attention away from the city and looked at the Doctor. His eyes had turned bright on the verge of spilling tears as they tracked back and forth over the cityscape. The expression on his face was that of a man seeing true beauty for the first time.

"Doctor?"

Locked in his own world the Doctor just smiled as he drank in the details of the underwater world. As much as Amy hated to admit it she couldn't see what about the city had captivated the Doctor's attention to this degree. An underwater city was certainly a spectacle, but it was no more wondrous than the other giant cities in odd places that they had come across. If anything it was a great deal less impressive than flying an entire nation on the back of a Star Whale.

"Doctor?"

"I'll be right back." The Doctor said absent mindedly as he tore himself away from the TARDIS doors and rushed towards the archway that lead to the inner halls.

"Doctor?" Amy called after him.

"What got him all worked up?" Rory asked as he looked out at the city.

"I don't know." Amy shrugged. "Maybe he's never seen an underwater city before."

"That doesn't seem likely."

"No, not really."

Amy gazed out the TARDIS doors at the aquatic city that shimmered as the sunlight filtered down through the blue depths. There was something oddly breathtaking about the city beneath the dome, but she was still concerned over the Doctor's reaction to it. Rory looked nervously at a small octopus that was slowly making its way towards them out of curiosity.

"Maybe we should close the doors." Rory suggested.

Before Rory could reach for the doors the Doctor returned. In the brief time that he'd been gone he'd changed out of his bathing outfit and back into his usual jacket and bow tie. He had a medium sized box full of various sunglasses with him that he brought over with great excitement. The Doctor dug through the glasses and tried on a few, dropping each to the floor with a noise of frustration until he came across the ones he was looking for.

"Ah! There is it, perfect!" The Doctor crowed in triumph. "That's just amazing. Beautiful. Perfect in every detail."

"Doctor?"

"Amy, you have to see this."

The Doctor put his hands on Amy's shoulders and guided her to stand directly in front of the open doors. He stood behind her and took off the glasses so that he could place them on her. He was panting in excitment as he carefully settled the glasses on the bridge of her nose. Amy was expecting the glasses to allow her to see whatever spectacular vision had captivated the Doctor. Instead the ordinary shades just placed an orange tint on everything rather than the blue one that was there naturally.

"What do you think? Amazing isn't it?" The Doctor asked with unmistakable pride in his voice.

"Doctor, I still just see the city...but orange."

"Exactly."

"I don't understand."

"Through those glasses it looks exactly like one of the great cities of Gallifrey."


	3. Chapter 3

NOTE: Thank you all for the encouragement so far! It keeps me writing! Hugs!

* * *

Chapter Three

The Doctor stood behind Amy with his arms loosely draped over her shoulders as he continued to stare out at the city in the distance. When Amy had failed to be suitably impressed by the colour change he had stolen the glasses back. Looking at the amber hue on the city placed a new pressure on the Doctor's homesick hearts that he wasn't quite sure what to think of. It was a staggeringly beautiful sight that he thought he'd never even come close to seeing again, let alone get a chance to share with others. It was exhilarating to see something that looked so much like Gallifrey, but at the same time he had never felt further from his true home.

"It's just a mirage." The Doctor whispered to himself.

"Doctor?" Amy asked in concern.

"Nothing."

"Do you..." Amy hesitated. "Do you think the Time Lords built this place?"

"No. No, that's not...it's just a coincidence...I'm sure." The Doctor said not sounding particularly sure of himself.

Stepping away from Amy the Doctor pulled off the glasses and tossed them into the box on the floor. Looking at the city in its natural blue hue suddenly gave it a dead ghost like appearance that made the Doctor uneasy. Amy turned and gave the Doctor a look of maternal concern. He flashed her a bright smile but it did little to convince her that he wasn't affected by the sight of the city.

"Doctor, are yo..."

"It looks like Gallifreyan architecture from a distance, however, once we get into the city that will change." The Doctor interrupted. "Like when you think you recognize a close friend walking towards you on the street, but once they get closer you wonder how you could have ever mistaken them for anything other than a complete stranger."

"I'm sorry, did you say 'once we get into the city'?" Rory broke into the conversation.

"Of course. You expect me to find an underwater city and not explore it? I figured you'd know me better than that by now, Rory."

"I do, and yet I keep hoping for things to be different just once. It's a deep character flaw of mine."

"Never change, Rory." The Doctor chuckled. "Keep the faith."

"Will it help?"

"I suspect not, but it will probably make you feel better in the mean time."

"Great."

Losing his brush with melancholy the Doctor was excited to explore once more. Even if it wasn't a Gallifreyan city it was still a fascinating new place to discover. He raced up the steps to the control dais and began tinkering. The TARDIS did not take well to short trips, particularly when there was no time travel involved. He hadn't tried traditionally flying the TARDIS in a while and he'd never attempted it underwater before.

"Hold on to something." The Doctor warned.

"Can we at least close the door first?" Rory asked.

"No, then I wouldn't be able to see where I'm going. Here we...oh, wait, is that an octopus?"

Rory jumped and turned towards the door as the small octopus that had been creeping towards them finally slurped into the TARDIS. Unlike the giant squid it was a little more adept at moving in the dry conditions and waved a suckered covered arm at Rory. Rory recoiled in horror from the greeting.

"Can you put him back outside?" The Doctor asked. "He won't last long in here."

"I am not touching that thing." Rory said firmly.

"You're such a baby." Amy clucked.

Amy knelt down to pick up the slimy creature. The Doctor flicked at a small switch that changed the interior lights to a warmer yellow. At first the octopus had shied back but then it reached out with several arms to be picked up. The octopus wrapped its cold arms around Amy's wrist as she lifted it up. Surprisingly calm the cephalopod explored her forearm with the tip of one tentacle. Amy placed her hand and the octopus back into the wall of water. The octopus was reluctant to let go but eventually it released its suckered grip and swam off, changing colours a few times as it left.

"Seems like odd behaviour for an octopus." Amy noted.

"They are surprisingly intelligent," the Doctor said "besides I told him you were nice and that you wouldn't hurt him."

Rory rolled his eyes at the Doctor talking to the wildlife. Amy elbowed him in the ribs for being rude but he was unapologetic. The Doctor flicked the switch that had changed the lights to a deeper yellow to bring them back to normal. The octopus didn't have a language to be spoken aloud, but rather communicated with colour displays. With the sea-life back where it belonged the Doctor changed the setting on the shield to keep future guests from accidentally getting inside.

"Alright, now we are all set. Here we go!"

Amy yelped in surprise and grabbed a hold of Rory as the TARDIS shifted under her feet. Lifting up from the ledge with a flurry of sand the TARDIS clumsily made it its way through the water. They had been up on a ledge on an under sea mountain that lead to a vast flat expanse that the city was in the centre of. Off to both far sides could just be seen the edges of two trenches that bordered the plateau. Sinking down to the featureless flat rock bottom they slowly made their way toward the city.

The Doctor winced as they struck the bottom and he changed course to lift them up a few more feet. The TARDIS was making a terrible whining sound that was getting louder by the second. The view outside was clouded by the sand and muck that the TARDIS was churning up as it struggled through the dense water.

"Uh...Doctor?" Amy asked as she edged away from a tendril of smoke that wafted towards here from under the dais.

Concentrating on trying to keep the TARDIS swimming the Doctor's full attention was focused on the control panel as he fine tuned it, although it did little to actually help. The sound of the over-clocked engine was suddenly joined by the deep bell warning that the TARDIS reserved for when she was truly upset. Knowing not to push it any further the Doctor landed the TARDIS with a heavy thud about twenty meters from the edge of the dome that surrounded the city.

"This is close enough." The Doctor announced as though it had been his plan all along to stop here.

"Close enough?" Rory questioned as he looked out the door. "How are we supposed to get the rest of the way?"

The Doctor made a big show of taking a deep breath and holding it.

"Oh no, no way. I'm not going out there."

"I'm with Rory on this one, Doctor."

The Doctor released the breath with a disappointed sigh. He walked over to the open TARDIS doors as the sand from their landing settled. There were no signs of any people in this section of the city. The buildings didn't begin for about one hundred meters back from the dome. From what he could see of them the similarity to Gallifrey was still shockingly eerie, although he still wasn't ready to believe that they were identical. Between the dome and the buildings was an expanse of marble flooring. The Doctor looked at the dome that had a slight shimmer to it and realized something was wrong.

"There's no algae growing on the surface." The Doctor noted.

Amy and Rory just looked at one another, unsure of how to respond to the odd statement. The Doctor brought out the sonic and stuck it out into the water aimed at the dome. A yellow and blue fish about the size of the Doctor's hand swam up and nipped at the green glowing tip. The Doctor shook his hand at the fish and it sped off. Bringing his hand back inside the Doctor flicked open the sonic to read the results. Furrowing his brow he read the sonic again.

"That's not possible." The Doctor muttered.

"What's wrong?"

"It's not glass, it's not even a physical barrier. It's made out of pure energy."

"Why is that not possible?" Rory asked. "We've seen plenty of energy based walls, one is keeping the water out of the TARDIS right now."

"Exactly, in fact both barriers are identical."

"What does that mean?" Amy asked.

"It means that it really is Gallifreyan in origin. The city is kept dry with Time Lord technology. But that makes no sense, Time Lords didn't colonize other planets with our own technology and architecture."

"Why not?"

"Partly because we didn't need to, but mostly because Rassilon forbid it. The spires of Gallifrey were to be unique to Gallifrey." The Doctor explained. "The punishment for sharing architecture was actually a lot stricter than that of sharing too much technology and you could be put to death for crimes against technology."

"So what's stricter than death?" Rory asked puzzled.

"The Council would erase you from time all together." The Doctor replied seriously.

"Maybe that's why it's underwater." Amy pointed out. "It would be harder to find down here."

"That's true." Rory agreed. "Plus didn't you say this planet wasn't on any of your maps? Maybe it was purposefully erased."

"It still shouldn't be here. Time Lord artifacts that escaped the War and the Time Lock are extremely few and incredibly far between, even knowledge of our existence barely survives. An entire city...it shouldn't be here." The Doctor stared up at the nearest tall building that held all the hallmarks of a Gallifreyan structure. "And yet there it is."

"You don't...you don't think there are any Time Lords living in there now do you?" Amy asked, hesitant to even bring up the possibility.

"Only one way to find out."

The Doctor ran up to the TARDIS console that was still faintly smoldering. He pulled out the keyboard and typed in a few commands. Rory and Amy jolted in surprise at the sudden roaring noise that came from the open doors. A column of air speared through the water out from the door and connected to the dome where the shimmering wall parted to form an entry way into the protected city.

"What did you do?" Amy put her hand in the empty door space to confirm that the water had been pushed back.

"The dome is made of the same energy that the protective field on the TARDIS is so I just pushed the field out further until they merged." The Doctor explained as he rejoined them by the doors.

"Is it safe?" Rory asked nervously as he looked at the inch of water that was still pooled at the bottom of the air tunnel.

"Of course." The Doctor replied as he stepped out of the TARDIS and onto the mucky ocean floor. "Or at least as safe as anything else I ever do."

"Amazingly that does not make me feel better."

"Get over it, Mr. Pond." Amy mocked as she shoved Rory out of the TARDIS.

Rory staggered forward and splashed in the shallow water. Looking up at the thousand meters of water above him he froze in terror. The Doctor smiled and put a reassuring hand on Rory's shoulder. Resigning himself to his fate Rory started to carefully make his way across the smooth stone and sand floor towards the city. The Doctor's attention was drawn upwards as a trio of deep blue coloured dolphin like animals swam above them. He looked down just in time to see Amy about to close the TARDIS door behind her.

"Amy, wait, no!"

The Doctor's warning didn't come soon enough, the door shut and chaos erupted. It hadn't even been till he had seen her closing the door that he realized the consequences of such an action. With the connection at the TARDIS end severed the field holding the water back collapsed back towards the dome. The sudden rush of water threw Amy back into the Doctor. He wrapped his arms around her in an attempt to protect her as the wall of water slammed into him seconds after she did.

Rory had just enough time to turn around and realize that something was happening before the Doctor and Amy knocked into him. Unable to do anything else the Doctor just kept his hold on Amy as the sudden rip tide forced them back in a swirl of turbulent water. Disoriented in the crushing grip of the rushing water it felt like they were caught in an endless sea. He could hold his breath for an extended period of time, but Amy and Rory had minutes possibly only seconds before they were in trouble. Fortunately the way the field was retracting back towards the dome acted a lot like a water cannon and shot them across the distance and into the city with considerable force.

The Doctor landed on his back and he struck his head hard against the marble floor. Through his own nauseating pain he could hear Rory groaning ruefully near by. He had managed to keep his hold on Amy and she was laying heavily on his chest, but he couldn't tell if she had survived the violent trip or not. It wouldn't have taken long for her to drown if she hadn't managed to take a breath when the water hit or worse if she had inhaled the water upon impact. Darkness was quickly encroaching on the Doctor's senses from the hitting the unyielding floor. He battled against his body as he started to lose his hold on consciousness.

"Amy? Amy..."


	4. Chapter 4

Chapter Four

The Doctor jolted awake with a violent gasp. Sitting up he looked around his unfamiliar surroundings in a haze of confusion. With over a thousand years worth of memories it often took him a moment upon waking to determine which ones were the most recent. The room he was in was circular with burnished gold walls and deep cherry wood accents. The bed was up against the wall and followed its curve. The warm light that bathed the room had no discernible source. Rubbing at the sore spot on the back of his head the Doctor looked up at the high ceiling that was patterned with interlocking and concentric circles. Closing his eyes once more the Doctor grit his teeth against a throbbing headache.

"Romana?" The Doctor called. "No...no, that's not right..."

Swinging his legs off the bed the Doctor put his barefeet down on the glossy wooden inlay floor and tried to remember who he should be looking for. Glancing down at the loose fitting blood red tunic with gold trim and matching red/gold flowing robe that he was wearing didn't help him sort out what was happening. Everything around him felt familiar and yet terribly out of place all at the same time. Getting up on unsteady legs the Doctor stumbled towards a door that he instinctively knew would lead into a washroom.

The door sensed the Doctor's approach and slid open automatically. Fighting to keep his balance the Doctor leaned his forearms on the black and gold marble sink. Turning on the tap with a wave of his hand the Doctor splashed water on his face. The cold water against his skin turned his blood to ice with fear. Something important had happened but he still couldn't piece together what it was. Straightening up the Doctor jerked in fright at the stranger that stared back at him. It only took a split second for him to recognize his own face, and once the sight of his reflection registered as being his own his memory snapped back into the correct order.

"Amy!"

Thrown into a panic the Doctor raced back into the main room to search for his companions. Dashing across the room the Doctor stepped on the long red and gold robe and ended up sprawled across the floor. Snarling in frustration he got back to his feet as he fought with the robe and ripped it off. Throwing the useless over-garment to the floor he froze at the sight of the circular pattern that was embroidered in gold down the back. He picked up the crumbled heap of cloth and held it up to get a better look at the Gallifreyan lettering.

"It's just...gibberish?" The Doctor noted out-loud in confusion. "I don't understa..."

Amy's voice in a high pitched shriek jerked the Doctor's attention away from the symbols. He dropped the robe and whipped back around towards the main door.

"Amy!"

"Doctor?" Amy's voice sounded far away. "Doctor!"

"Amy!"

The door automatically opened as the Doctor approached it. He could hear Amy's voice coming from the room across the hall. This time the door didn't open and the Doctor slammed into it when it unexpectedly stayed closed. The Doctor instinctively patted down his shirt in search of his sonic but the outfit he'd been changed into didn't have any pockets. The door didn't have a handle and in his panic he didn't think to try and touch the glass panel set into the wall off to the side.

"Amy!" The Doctor pounded on the door. "Am..."

The door suddenly opened and the Doctor was relieved to find Amy standing in the doorway with a bright smile on her face. Her clothing had been changed as well and she wore a comfortable fitting white top with flowing blue pants. The Doctor threw his arms around her in a grateful hug. He held her out at arm's length to cheque her over and make sure that she was really okay. Something didn't seem right about her but he was having a hard time pinpointing what it was. Amy giggled as she put her hands on either side of the Doctor's face. The Doctor furrowed his brow as Amy rubbed her hands against his cheeks like she was petting a puppy.

"Oh wow," Amy purred "Rory, Rory come here, you have to feel this."

The Doctor's breath hissed across his teeth as he saw that Rory's left arm had been secured to his chest in an elaborate sling made of a thick white fabric ribbon. Rory's shoulder had a large painful looking deep purple bruise, however if it actually hurt Rory wasn't showing it. Amy took Rory's uninjured wrist and brought up his hand to press it against the Doctor's face. The Doctor was so stunned by his companions' behaviour that he didn't protest.

"So soft!" Rory laughed drunkenly.

"I know, right?" Amy said as she turned her attention on the Doctor's shirt. "I like this colour, that's just cool. Feels like silk. Is this silk?"

"Rory?" The Doctor questioned looking at the sling. "Are you okay? Are you hurt?"

"I've never felt better. Neither have you...have you always been so smooth? Like a baby's bum."

The Doctor leaned away from Rory when he slipped his hand up the side of the Doctor's face and into his hair. Rory tried to touch the Doctor once more but when the Doctor batted him away Rory put his hand on Amy's shoulder and was instantly mesmerized by it. Amy lolled her head to the side and kissed the back of Rory's hand. Rory and Amy both started laughing hard enough to streak tears down their faces. The Doctor stared at the pair in horror.

"Amy?" The Doctor asked concerned as he snapped his fingers in front of Amy's face. "What is wrong with you two?"

"I am afraid that I am responsible for their current condition, my Lord." A low deep voice announced.

The Doctor whipped around and put his arms out protectively to keep Amy and Rory behind him as he assessed the new threat. A tall lithe humanoid was standing behind him looking at the Doctor with black pools for eyes. The creature had a dusky purple skin and blinked a white membrane over its onyx eyes rapidly. Short white hair that was more akin to fur topped its head. It was wearing a loose fitting white clothing similar to what Amy and Rory were now wearing. It was not a species that the Doctor was familiar with, which didn't happen to him very often. It was usually exciting, but right now he would have preferred to know what he was dealing with.

"Who are you?"

"I am Zarin." Zarin replied with a deep bow.

"Fine, good start. I'm the Doctor." The Doctor looked Zarin over. "Can I safely assume that you don't intend to hurt me or my friends...at least not immediately?"

"I have no intentions to harm anyone ever."

The Doctor eyed Zarin warily for a moment, uncertain of what to think. He had so many questions for the mysterious creature about the city, but he had more pressing issues at the moment. Amy wrapped her arms around the Doctor's waist and nuzzled against his shoulder-blade. The Doctor closed his eyes briefly with a sigh of disgust as he felt Amy's drool soak through his shirt.

"Fine. That is going to have do for now." The Doctor said although he kept on his guard. "I will have more questions later but right now I need to know what's wrong with my friends."

"I like this guy." Rory smiled as he gestured to Zarin. "He's been good to us. I trust him."

"Yeah, he's such a pretty purple." Amy added.

"What did you do to my friends?" The Doctor demanded once more. "I am fairly certain they were not like this before."

"I was trying to ease their pain that they suffered after the accident." Zarin explained. "I had no idea that it would have this effect on them, it works so well on..."

"What did you give them?" The Doctor interrupted.

"Something awesome." Rory chuckled as he started to pet Amy's hair. "You are also awesome."

"Thank you, Mr. Pond." Amy kissed Rory's cheek and then smacked her lips. "That was odd..."

"Seriously," the Doctor turned an angry glare on Zarin "what was it?"

"Targilian root extract." Zarin replied with a guilty cringe.

"What? No, no, these are humans you can't give Targilian root to humans or else..."

"I can't feel my lips." Amy complained as she licked at her lips. "Rory can you feel your lips?"

"I can't feel anything...I love it."

"Or else this happens." The Doctor sighed. "Where did you even get Targilian root?"

"The garden." Zarin answered simply.

"You are not helpful." The Doctor growled in frustration. "Stay right where you are, don't move."

Zarin took the order literally and stiffened his thin frame. The Doctor had a feeling that Zarin was a classic wise ass, but he didn't have time to deal with that at the moment. Fairly certain that he wasn't going to be attacked the Doctor turned around to face his drugged companions. He guided them over to the bed and encouraged them to lay down. Rory didn't need to be asked twice, despite his injured arm he nestled down into the covers and sighed in contented comfort.

"Lay down, Amy." The Doctor suggested gently.

"Are you going to join us?" Amy snickered.

"Absolutely not."

"You are no fun, Doctor." Amy pouted in protest.

The Doctor nudged her as Rory reached up and tugged on her shirt. Amy laid down and curled up against Rory. The pair was almost instantly asleep. The Targilian root wouldn't do any permanent damage but they were going to wake up with some sever headaches. The Doctor leaned down and kissed Amy's forehead. Thrown into a sudden coughing fit Amy struggled for breath. As quickly as the attack had come it was gone but the Doctor was concerned considering their recent violent underwater encounter.

"Amy?" The Doctor pressed his ear against her chest but couldn't hear anything out of place. He went to reach into his jacket only to be reminded that he wasn't wearing it. "I need my sonic, something is wrong, I need to make sure she's okay."

"She's fine, Doctor, just a little cough." Zarin assured.

"She nearly drown because of me!"

Zarin flinched at the Doctor's harsh tone and cowered slightly. The Doctor couldn't feel sorry for his frightened host, he was getting more agitated by the fun house mirror image of his home that surrounded him. Amy and Rory's brush with death and the lost of his familiar possessions was not helping his temper any.

"Where are my clothes?!"

"Yes, of course, come with me." Zarin nodded. "We have anticipated this."

"What are you talking about?"

"Come with me, my Lord, we have your clothes ready."

The Doctor hesitated to leave Amy and Rory alone but he needed the sonic. Zarin seemed eager to please and beckoned the Doctor to follow him. Determined to regain control of his situation the Doctor followed Zarin in hopes of at the very least getting his jacket and sonic back. Zarin moved quickly and the Doctor found himself having to work to keep pace. They passed through a large common room with vaulted ceilings and a few dozen more of Zarin's kind. They had been speaking to one another in hushed excited tones but they fell into silence as Zarin and the Doctor approached. They cleared a path and bowed as the pair hurried past.

The Doctor couldn't tell if it was him they were bowing to or Zarin. The Doctor didn't get much time to figure it out as the swift footed Zarin lead him into a drawing room that held furniture that looked closer to art than functioning chairs. The Doctor stared at the chaise lounge that dominated the room, it had sparked a memory of Romana stretched out on one that looked identical to it. She had been complaining that it was ugly and not particularly comfortable but that she had to have it because it matched the rest of her home so well.

"Doctor?" Zarin asked hesitantly.

The Doctor was so distracted by the Gallifreyan decor that he didn't even look at Zarin. Zarin was trying to help him into the long red and gold robe that he had fetched from the closet. Still staring at the lounge the Doctor automatically slipped his arms into the sleeves. Zarin hoisted the heavy garment up on the Doctor's shoulders. It wasn't until Zarin flipped up the gigantic half moon collar that the Doctor realized that this wasn't his jacket.

"Wha...what is this?" The Doctor asked in shock.

"You look magnificent, my Lord." Zarin beamed.

"What?"

The Doctor looked up over his shoulder at the highly decorated collar and turned in a circle like a dog trying to chase its own tail. He had sworn to himself long ago that he would never wear traditional Gallifreyan garb again and he was more than a little stunned to suddenly find himself in it now. Zarin hurried the Doctor towards the large set of heavy curtains that decorated the far wall.

"Zarin, wait, what is all this? Why..."

Zarin pushed the Doctor through the curtain and out onto a golden balcony about fifty feet above the central square below. It took a moment for the Doctor's eyes to adjust from the relative dark of the room to the bright outdoors. Gawking at the city spread out in front of him the Doctor was instantly transported in his memory to a time of Rassilon giving speeches from a balcony just like this one. Only at the time the Doctor had been one of the members of the crowd looking up. Looking down at the hushed crowd the Doctor estimated that there was easily over a thousand of the out of place looking aliens in the massive court yard. Placed in strategic places around the space within walled in circles of red grass silver trees grew and glittered in the harsh light.

The illusion of looking out over the Capitol city was only shattered when the Doctor's eyes were drawn up by the tall buildings to the blue ocean sky far above. A massive shark slowly swam above them, its sickle shaped tail moving in a lazy graceful arc. The Doctor tore his attention away from the scenery and looked to Zarin. The dusky coloured man was smiling brightly at the crowd with his eyes glittering with tears.

"People of Leviathan!" Zarin announced to the crowd in a booming voice. "The Time Lords have returned!"

The Doctor jumped back a step as the crowd below erupted in joyous cries. Music that he hadn't heard in over a thousand years sprang to life and rang through the streets. The once silent crowd was in full celebration. Zarin turned to the Doctor and bowed nearly to the floor. The Doctor looked down at Zarin and then back out at the exuberant party below.

"This is new..."


	5. Chapter 5

Chapter Five

"I must have hit my head a lot harder than I thought..."

Feeling overwhelmed by the celebrating crowd in the Gallifreyan square the Doctor backed away. Reaching the curtain he hastily retreated back into the drawing room. Zarin joined him quickly. Feeling like the weight of the large collar was keeping him from breathing the Doctor stripped off the ceremonial robe. Zarin hurried over to gather up the garment that the Doctor had discarded on the floor. The Doctor ignored the hurt look on Zarin's face as he reverently picked up the robe and went to place it back in the closet.

"I am sorry if I upset you, my Lord." Zarin apologized.

"I'm not upset," the Doctor corrected firmly "I'm confused, maybe a little annoyed, and don't call me 'Lord'. I'm the Doctor."

"Very well, Doctor, I meant no disrespect."

The Doctor eyed Zarin suspiciously but the thin humanoid seemed sincere in his apologies. Edging over to the chaise lounge that had caught his eye earlier the Doctor inspected it. Zarin watched as the Doctor knelt down next to the lounge and sniffed at the fabric, if he thought the Time Lord was acting odd he didn't show it. After rubbing his hand against the carved wood frame the Doctor licked his hand. The furniture certainly tasted ancient and of Gallifreyan origin.

"If this is all an illusion it is a really good one." The Doctor muttered to himself.

"It is not an illusion."

"Yeah, well, of course you would say that."

"I do not understand."

"Tell me about this place." The Doctor said as he stood back up. "Why are you so excited to see me?"

"You truly know nothing of Leviathan or her people?"

"I really don't." The Doctor admitted. "I came here by mistake."

Zarin looked crushed by the news.

"I'd love to learn about it though." The Doctor added trying to cheer Zarin. "I like what I've seen so far."

Zarin instantly brightened with the praise. "We have kept everything just as the Time Lords left it."

"I can see that."

"We have waited nearly five thousand years for your return. We had begun to fear that we had failed the Time Lords and that you would never come back. We will do anything to gain your forgiveness for any appearances of disloyalty. My people do not understand why the Time Lords left us, but we are unendingly grateful for your return."

"Hang on a second," the Doctor interrupted "do you believe the Time Lords were gods?"

Zarin didn't answer right away. Upon hearing the question his dark eyes had widened and he blinked the white membrane more rapidly in anxiety.

"That is a...difficult question to answer." Zarin answered carefully. "You certainly have all the power of a god...if worship is what you desire now..."

"No, no absolutely not." The Doctor said quickly. "I'm sorry, I didn't phrase that questions very well. It just would have explained a lot."

Zarin was starting to look like he was becoming a little uncomfortable with his encounter with a Time Lord.

"Have you ever actually met a Time Lord before?"

"No. This is an honour beyond imagine, my Lor...Doctor."

"But I'm not exactly what you were expecting, am I?" The Doctor asked knowingly.

"No." Zarin replied quietly as he averted his eyes to the floor.

"Well, sorry to disappoint." The Doctor chuckled.

"Oh no, no, Doctor, I am not disappointed at all." Zarin said quickly. "You are as you should be I am sure, it is my expectations that are at fault."

"There are probably faults on both sides." The Doctor smiled.

Zarin didn't seem to know how to reply and just stared at the Doctor. It wasn't particularly easy to get information out of the oddly friendly creature. The Leviathan people may not have worshiped Time Lords as actual gods, but it was obvious that they had worshiped them to a certain degree.

"Why are you down here in the first place? You look like you are evolved to live on the land."

"Indeed, we are of the surface." Zarin nodded. "When the Time Lords built Leviathan they came and the best of our kind were hand chosen by them to be saved from the surface."

"Saved from it? Wasn't it your home?"

"Something happened to our sun and it began to destroy our world."

"It is seriously bright up there." The Doctor agreed.

"Nothing can survive within one hundred meters of the surface. Countless numbers of species went extinct, we would have been among them if the Time Lords had not intervened and built this sanctuary. They saved us, they gave us new lives, and since they left we have longed for nothing more than their return."

The Doctor studied Zarin for a moment. The creature seemed to genuinely believe what he was saying. However it didn't make any sense. The Doctor couldn't think of any Time Lord other than himself who would go to such lengths to try and save a civilization that was dying of natural causes. There certainly weren't any that would go to this length and violate Rassilon's laws about building Gallifreyan cities on other worlds just out of 'goodness of their hearts', particularly when it would have been so much easier to just relocate them to another planet rather than the bottom of the sea.

Zarin watched the Doctor hopefully. He had his full attention focused on the Doctor. He took a step closer, but when the Doctor tensed slightly Zarin instantly stepped back and bowed his head in a submissive pose. The Doctor smiled at Zarin in apology for still being mistrusting causing Zarin to light up once more at the small show of approval. The Doctor suddenly got the impression that if Zarin had a tail he would be wagging it right now.

"How do you know that I really am a Time Lord?" The Doctor asked casually.

"Two hearts beat in your chest."

"There are other two hearted species. How do you know I'm not something else?"

"You arrived in a TARDIS."

"Good point." The Doctor nodded. "That is a bit of a give away."

"Also, I can feel what you are."

"Feel?"

"Yes, of course." Zarin closed his eyes and took a deep breath. "I am at peace when you are near...we all are."

"Hmmmm..." The Doctor said thoughtfully.

"Doctor?"

"Zarin, what I really need right now is my sonic screwdriver back, which should be in my jacket."

"Of course. I will have your clothes brought to you."

"I also need to get back to my friends. They will be awake soon and I need to be there."

"Again I apologize for the state of your companions. I know such creatures mean a great deal to a Time Lord."

"They do. But don't let Amy hear you call her a creature, she will kill you."

"I did not realize she was dangerous." Zarin replied with a horrified expression.

"Don't worry," the Doctor smiled "I will keep you safe from her."

Zarin nodded, but he didn't look very assured. He lead the Doctor back to where Amy and Rory were still sleeping off the Targilian root. The powerful pain killer was one of the few herbs that worked well on Time Lords. It was not native to Gallifrey but once it had been discovered it had quickly been imported and cultivated there. It was exceedingly rare and finding it here added credence to Zarin's story of the city's origins.

While Zarin left to collect his clothes the Doctor sat down on the edge of the bed where Amy was sleeping. She was peaceful for a moment but when the Doctor brushed her cheek with the back of his hand she gripped the sheets and gave out a strangled cry. With her jaw clentched tight she held her breath as she began to thrash.

"Amy, wake up." The Doctor urged Amy awake as he carded his hand into her hair. "Amy, come on, wake up, at the very least take a breath."

Amy snapped her eyes open as she drew a deep breath. She looked up at the Doctor with pure panic in her eyes. Recognizing the Doctor she sat bolt up right and threw her arms around him in a tight embrace. The Doctor gently wrapped his arms around her as Amy broke down into tears. Holding on to the Doctor tightly Amy fought to control her shivering as the cold sweat from her nightmare chilled her skin.

"It's okay, Amy." The Doctor soothed. "I've got you."

Amy nodded and relaxed her tight hold on the Doctor slightly. With her face buried against his chest she slowly calmed. The Doctor gave her time to recover as she took a few shuddering breaths. She turned her head so that she could see Rory. He was still locked in his drug induced sleep but he seemed peaceful.

"Is Rory okay?"

"His shoulder is broken, but once I get him back to the TARDIS I can fix it."

"I thought we were going to drown." Amy said vacantly as her thoughts drifted back to being in the swirling water. "My chest hurt so much, the water was everywhere, it burned..."

"Are you having any trouble breathing now?"

"No." Amy replied with a heavy sigh. "It was just frightening. I don't even really remember most of it, it just chills me to think about it."

"I know, I'm sorry."

Having been frightened by the prospect of losing her himself the Doctor held Amy closer. She nuzzled against him and suddenly moaned in pain.

"Amy?"

"My head is pounding." Amy whimpered.

"That will go away quickly. Try to get some more rest."

The Doctor helped Amy lay back down. He touched the back of his hand against Amy's forehead to make sure she didn't have a fever. Her skin felt normal, but there was something else that didn't seem right. The Doctor wished he had his sonic so that he could get a better idea of what was bothering him about Amy. She noticed the concerned look wrinkled into his brow.

"Doctor, are we safe here?" Amy asked nervously.

"I think so. The natives seem to be unnaturally fond of Time Lords, but there is no harm in that, at least not yet."

"Not yet?"

"I'm starting to get the feeling that they have abandonment issues." The Doctor explained.

"So?"

"They might not be too keen on letting me leave."


	6. Chapter 6

Fun Fact: Schlenk blossoms were the Third Doctor's favourite scent. (that fact will make sense later).

* * *

Chapter Six

Lost in a chaotic inky darkness Amy fought to escape the crushing waters that swept around her. Unable to figure out which way was up she didn't know how to reach the surface. Not that it mattered, the current that had engulfed her was too powerful to fight against as it dragged her further from safety. With her lungs aching for air she couldn't keep herself from gulping for breath. The salty water invaded her senses amplifying the panic of suffocation as the thick liquid spread a terrifying cold through her chest.

Gasping sharply warm air hissed over Amy's teeth as she woke from the nightmare. Disoriented she laid still and just enjoyed the ability to breath easily. A gentle hand ran over her hair that she instantly recognized as belonging to Rory. There was something very different in his touch compared to the Doctors that allowed her to know it was him without looking. He was sitting up in bed with her head nestled on his lap. Amy nuzzled closer to Rory as he continued to smooth out her hair.

"It's not here." The Doctor growled to himself.

Amy shifted slightly so that she could see the Doctor sitting on the floor surrounded by a pile of junk. Among the collection that he had pulled from his jacket was an old fashioned telephone receiver, a set of red/blue 3-D glasses, half a dozen silver forks, a still green banana, seven different socks (none of which matched one another), a handful of colourful gummy candies, and a dozen more objects that Amy's couldn't readily identify. Muttering in frustration the Doctor continued to rummage through the pockets. He had changed back into his own clothing with the exception of the jacket which was in his lap as he attempted to dig through the impossibly large pockets.

Sitting next to the Doctor was a deep purple alien with a shock of short white hair. Amy had some vague memories of the man, but for the most part her memory was fairly fuzzy since her trip through the dangerous water. Zarin was holding a small brightly coloured pinwheel that he was studying with fascination. The Doctor looked up long enough to see Zarin enthralled by the pin-wheel. The Doctor leaned closer and blew against the back of the flower shaped toy to make it spin. A bright smile split Zarin's dark face as he watched the flashing colours spin.

"You like that?" The Doctor asked Zarin with a chuckle.

Zarin nodded shyly.

"You can keep it."

Zarin's eyes lit up as though the Doctor had just gifted him something of immense value rather than just a child's toy. Amy recalled the Doctor telling her something about the people here having a fondness for Time Lords, which appeared to be a serious understatement. The way Zarin looked at the Doctor reminded Amy of the way a puppy attended to its master. Zarin turned his dark eyes on Amy and inclined his head towards her in a bow. Amy found his pure black eyes unsettling, particularly with the white lids that constantly flashed over them.

"Both of your companions are now awake, Doctor." Zarin informed.

"Amy?" Rory questioned.

Amy rolled over onto her back so that she could look up at Rory. He was looking down on her anxiously. With the drowning nightmare fading from memory Amy smiled up at Rory. He looked relived and smiled back. When Amy went to sit up he tried to help her but his restrained arm prevented him.

"Are you okay?" Amy asked concerned.

"I've certainly felt better, but it is my professional medical opinion that I'm going to live."

"Mine too." The Doctor added as he got to his feet and slipped his jacket on.

"Your shoulder..." Amy hesitated to touch the dark bruise.

"Dislocated." Rory shrugged and instantly regretted the motion. "Painful, but it will heal."

"I found something for that." The Doctor searched around the items on the floor until he found a flat white square made of thin foam.

Rory held his breath in anticipation of pain when the Doctor approached to stick the six by six inch sheet on him. The Doctor carefully pressed the square over the bruise. Amy could feel Rory instantly relax. Rory inspected the patch with approval.

"Better?" The Doctor asked hopefully.

"Much."

"Good. I can have it good as new once we get back to the TARDIS." The Doctor assured.

"Then let's go." Amy said as went to get out of the soft bed.

The Doctor watched Amy get to her feet and she got the distinct feeling that he was standing by in anticipation of having to catch her if she fell. Feeling fine on her feet she waved him away. He hesitated for a second but then took a step back. Amy helped Rory stand even though he didn't really need to the help. Zarin was standing by the door with the small pinwheel tucked into the 'v' of his shirt. He bowed to the trio.

"Right, you guys may not remember Zarin." The Doctor said. "Zarin this is Amy and Rory. Rory and Amy, this is Zarin. He is...well I guess I've just assumed that you are some sort of leader."

"Leviathan has no need for leaders." Zarin corrected. "I simply hold the honour of Ambassador, a position handed to me through the stretches of time by the Ambassadors before me."

"I can't imagine you get very many visitors down here." Rory said.

"There are none other than Time Lords and their companions who visit Leviathan." Zarin agreed. "And until now it had been an exceedingly long period of time since that last happened."

"You keep the position going for five thousand years without greeting anyone?" The Doctor asked.

"Of course."

"Why?"

"Because the Time Lords told us to."

"Interesting." The Doctor studied Zarin thoughtfully for a moment. "Never mind that for now, I need to get back to the TARDIS."

"If you must." Zarin sighed.

"I'm not leaving yet." The Doctor assured. "I just need to help Rory. Can you take us to the part of the city where we first arrived."

Zarin nodded and lead the way. Amy and Rory followed closely to the Doctor as they made their way through the halls that were decorated in the same burnished gold and dark cherry wood of the rooms. When they came to a large painting on the wall Amy was transfixed by it as it revealed itself to be far from a normal painting. The filigree frame was like a window into a whole new world. Red grass spilled across the foothills of a snow capped mountains that stretched off into the distance in either direction as far as the eye could see. There were clouds in the burnt orange sky that looked as though they may move at any moment, but the three dimensional scene was perfectly still. The Doctor stood next to Amy and stared into the frame with a serene smile on his lips.

"What is this?" Amy asked in awe.

"Time Lord art." The Doctor explained. "A moment frozen in time."

"It's amazing."

"That really is cool." Rory said as he peered into the frame. "Sort of messes with the head, almost like I could just step inside.

"You can." The Doctor said.

"What?"

"It won't take you to Gallifrey of course, it just takes you into the moment, but you can experience the scene from the inside."

"I think I'll admire it from here." Rory said taking a step back.

"I didn't think any of these still existed." The Doctor reached out and placed his hands into the scene before turning to Zarin. "Are there more of these?"

"Yes." Zarin replied. "Many of them."

"I want to see them all."

"I can take you to them now, but it will take a great deal of time to visit them all."

"Not now. Later."

Zarin nodded once more and continued down the hall. The Doctor lingered at the frozen scene, reluctant to leave. Amy brushed his arm to get his attention. He jerked slightly at her touch as though startled. The Doctor looked at Amy and forced a smile that didn't fool her. Before she could speak to him he turned away and hurried to catch up with Zarin. Amy turned a concerned expression on Rory.

"He's getting emotional isn't he?" Rory asked knowingly.

"How could he not?" Amy sighed. "But it's never good when he does."

"Do you think this place really is..."

"Come on you two!" The Doctor called. "Keep up, no wandering off."

Not bothering to finish his thought Rory took Amy's hand with his good hand and they picked up the pace to join the Doctor and Zarin as they arrived at the front room. A dozen of the natives had gathered in the expansive foyer that had the feel of a high class hotel lobby. They all moved to the side to allow the party to pass. Zarin beckoned one of on lookers to come closer. Amy had a difficult time telling the aliens apart, they all seemed to have features very similar to Zarin's.

The chosen man stepped forward and after bowing deeply to the Doctor he turned his head to the side so that Zarin could whisper to him. The alien listened attentively and when he had his orders he hurried away excitedly. He chattered something to several others and they all bowed to the Doctor before rushing off with the first man.

"Where are they off to?" The Doctor asked casually.

"To prepare dinner, you and your companions must be famished by now."

Rory's stomach growled in response.

"A quick trip to the TARDIS and then dinner sounds like a good plan." The Doctor chuckled.

Zarin stepped up to the main doors that were made of thick black glass. The doors swung open automatically and Zarin lead them out into the streets. Amy's jaw dropped as she got her first true look at the city. The doors had opened up on the square with the silver trees that the Doctor had look out over from the balcony. The natives had cleared the main area giving it a deserted look. The silver trees glittered as the light filtered down through the water and into the dome.

Rising up all around the square were the graceful lines of the tall slender buildings that reached up towards the ocean above. Amy was still holding Rory's hand but she reached out with the other to take the Doctor's hand as well. As they walked the curved paths through the raised red grass islands that held the trees Amy caught sight of the natives as they watched them from the shadows of the buildings. As they walked the Doctor looked around, drinking in every view with a warm smile. Amy had seen the Doctor enjoying other marvels in the Universe with child like wonder before, but there was something different about the way he looked at Leviathan.

"Doctor, did the Time Lords really build this place?" Amy asked softly.

"So far all evidence points to 'yes'."

"So this is what your home looked like?" Amy looked up at the towering buildings. "It's wondrous."

"I didn't grow up in the city, the Southern lands had architecture much closer to what you find in the rural areas of Earth. However, this is what the Capitol looked like and it really is wondrous."

When they reached the far side of the square four of the natives stepped up to greet them. Three of them held large necklaces made of a complicated pink and white flowers strung together. After a deep bow they approached and held up the flowers in a silent request. The Doctor stepped forward and bowed slightly so that one of the necklaces could be looped over his head. Amy accepted a necklace as well and after a slight prod Rory allowed the flowers to be placed around his neck as well.

The Doctor lifted up part of the necklace and buried his face in it. Taking a deep breath he made a noise of approval. Amy had been trying to ignore the overpowering perfume that wafted up from the flowers. She couldn't imagine putting her nose in one the way the Doctor just had. Looking slightly intoxicated by the heavy sniff of the flowers the Doctor sighed contently. Zarin watched the Doctor's reaction to the flowers and smiled brightly before turning and giving his thanks to the men who had brought them. Amy suddenly realized that all of the natives that she'd seen appeared to be men to her.

"That takes me back." The Doctor said wistfully as they continued to walk. "These are Schlenk blossom."

"They kind of stink." Rory commented as he wrinkled his nose.

"They are powerful." Amy agreed.

"This used to be my favourite smell in all the Universe."

"Used to be?" Amy repeated curious.

"My sense of smell tends to change along with my sense of taste with each regeneration."

"I recall the taste thing." Amy chuckled. "What is your favourite smell now?"

"You...uh...you don't want to know."

"Of course I do."

"You really don't."

"Come on," Amy pressed "tell me your favourite scent."

"...your daughter."

"Doctor!" Amy admonished as she shoved his shoulder.

"What?" The Doctor asked innocently.

"He did warn you." Rory noted.

"It's her hair, something about the shampoo she uses." The Doctor closed his eyes and took a deep breath as if experiencing it now. "I don't know exactly what it is, but I love it."

"Oh...I thought...never mind." Amy replied with a flush of embarrassing.

The Doctor chuckled even though he had a slight blush to his own cheeks. Zarin waited for the trio to look ready to move on before he continued towards the outer rim of the city. As they walked through the quiet streets the natives continued to sneak peeks of them from the cross streets. Looking around the pristine buildings Amy was struck by the fact that the city had a feeling of being brand new. She had never been anywhere this clean. There wasn't a scratch on anything, even the street had a near mirror finish to it.

The buildings were getting shorter as they moved towards the outer ring of marble that surrounded Leviathan. When they stepped out onto the smooth stone that separated the buildings from the dome Amy found herself suddenly anxious at the sight of the ocean view that stretched out in front of her. The TARDIS looked like it was a thousand meters away. Amy couldn't decide if the distance was her imagination or distortion looking through the barrier, either way it looked unreachable. Walking beside Rory she reached up and rubbed at her chest as she felt a tightening around her heart.

"Amy?" Rory asked.

"It's nothing."

"Are you sure? The Doctor is just standing there."

Amy hadn't even noticed that the Doctor hadn't followed them out across the marble floor. He had turned around to look back over the city and was standing there motionless. It truly was a breath taking sight, particularly from this angle where you could see the way the buildings rose up into a point around the central square. Leaving Rory with Zarin at the edge of the dome Amy returned to the Doctor's side. The Doctor glanced at Amy and flashed her a hollow smile before turning his attention back on the city.

"Doctor?"

"I'm okay, Amy."

"Really?" Amy questioned gently. "This has to be a lot to take in."

"It is." The Doctor admitted with a heavy sigh. "It's like a dream come true, which worries me."

"Why does that worry you?"

"Because all my dreams of Gallifrey always turn to nightmares in the end."


	7. Chapter 7

Chapter Seven

"This could be a problem."

The Doctor put his hand against the energy dome that kept Leviathan dry. Unlike the field he had set on the TARDIS this one was set to be a physical solid surface to prevent anyone from accidentally falling, or swimming, through. Looking out at the TARDIS sitting on the sandy ocean floor the Doctor contemplated his options. It seemed a lot further away and across a much more dangerous stretch of water than when they had been in the TARDIS looking out. Having an idea the Doctor snapped his fingers and the TARDIS doors obediently opened..

"Wow, that worked." The Doctor said surprised. "It didn't really help, but it worked."

"Can't you make the tunnel again?" Amy asked as she hesitantly stepped closer to the dome. "I won't be able to close any doors and try to kill us all from this direction."

"Amy, what happened wasn't your fault, I was mine." The Doctor said seriously. "But to answer you question: yes, I could easily reopen the tunnel if I had my sonic."

"Are you any use at all without that thing?" Rory asked only half jokingly.

"Oy! I am plenty useful without my sonic...just not in this particular instance."

Peering out across the ocean floor the Doctor searched for the metallic glint of the sonic. It was starting to get dark as night slowly fell making it harder to see. When it hadn't been in his jacket his next hope was that it was on the floor inside the dome were they had landed. Now he feared that it had been swept away by the current. Sighing heavily the Doctor snapped his fingers again so that the TARDIS doors would close.

"I'm sorry, Doctor." Amy said gently as she put her hand on his shoulder. "I know the sonic meant a lot to you."

"It's not the first time I've lost it." The Doctor admitted. "But every time I do...I don't know, feels like I've lost a friend."

"So you can get another one?"

"The TARDIS has probably already recreated it, the heart of the sonic software is always run from inside the TARDIS. The case that I carry is just an extension that allows me to access it."

"Accessing the TARDIS is the real problem here." Rory pointed out.

"Zarin?" the Doctor called.

Zarin instantly snapped to attention. He had been standing a few meters back from the group watching them intently. Having been called he stepped up and bowed.

"Yes, my Lor...Doctor." Zarin corrected himself quickly.

"I need to get out there." The Doctor gestured towards the TARDIS.

"Yes, of course." Zarin looked out across the water nervously. "I am uncertain how I can help."

"You must have some sort of craft for exploring around out there."

"We do not." Zarin shifted his weight uncomfortably. "I'm sorry, Doctor, we never leave the city."

"You're kidding?" The Doctor asked surprised.

"The Time Lords that build Leviathan had no need of watercraft."

"Yes, but that was thousands of years ago. Your people have made no moves to explore or expand?"

"None."

The Doctor furrowed his brow at the new information. Zarin dark face flushed a blueish hue as if he was suddenly embarrassed by the lack of progress that the people of Leviathan had made. Lost in thought the Doctor stared out at the stranded TARDIS.

"Alright," the Doctor shrugged "I'll just have to build one myself. I'm sure there are enough parts around here to whip something up."

"Uh, Doctor," Rory spoke up "before you get all involved in building a submersible, I believe there was some mention of dinner?"

"I'm starving too." Amy added.

"Everything should be prepared by now." Zarin said brightly. "We have reopened the Grand Dinning Room."

"That sounds fancy." The Doctor smiled. "Okay, dinner first."

Looking excited Zarin turned towards the city and clapped his hands twice. Two others that had been waiting in the shadows of edge of the buildings jumped to attention. After a deep bow the pair raced off down the streets towards the heart of the city. The Doctor assumed that they were being sent ahead to make sure that everything was ready for their guests. Walking across the marble expanse towards the city the Doctor noticed more of the natives darting from their hidings places to avoid being in their direct path.

"Zarin, your people know they don't need to hide from me, right?"

"They are simply curious, but at the same time they don't want to get underfoot."

"I'm not used to everyone dropping what they are doing to watch me."

"My apologies, they mean no disrespect. I will have the streets cleared..."

"No, no that's not what I meant." The Doctor said quickly. "Forget I said anything, I'm sure the novelty of my presence will wear off soon enough."

Zarin gave the Doctor a doubtful look. As they walked back to the garden square the streets lights began to flicker on as night enveloped the ocean world. They returned to the building where they had woken. It was the tallest of all the structures by far, the top spires reaching the top of the clear dome. Two of the natives were waiting by the doors and even though the doors would have opened automatically for the Doctor and his friends the natives paced in front of the sensors to ensure that the doors opened ahead of their approach.

Inside a half dozen others were standing quietly along the far wall. When the Doctor looked in their direction they bowed submissively. Wanting to test a theory the Doctor broke away from Zarin and the others to approach the men by the wall. They all smiled brightly and bowed once more as the Doctor stepped up to them. The Doctor singled out the one on the end and stood in front of him.

"What is your name?"

"Bernar, my Lord."

"Bernar, I want six silver leaves from the tree just outside the door."

"Of course."

The Doctor watched at Bernar hurried to follow the unusual order without question. He walked back over to Amy and Rory, getting odd looks from them both. Zarin was not disturbed by the Doctor sending Bernar out on the errand.

"Doctor what are you doing?" Amy asked.

"Just checking on something."

"What?" Rory asked. "Local tree health?"

The Doctor didn't answer he just waited for Bernar to return. It only took a few minutes before Bernar returned with a small handful of the metallic leaves. He presented the leaves to the Doctor who took them. The Doctor looked through the six perfectly matched silver leaves.

"Thank you, Bernar."

"You are most welcome, Time Lord. Can I get you anything else?"

"Not at the moment."

Bernar bowed nearly to the floor before he backed away and joined the others by the wall. The Doctor pocketed the leaves and gestured to Zarin that he could continue to lead the way. Nodding Zarin turned and walked down the nearest corridor. Amy and Rory exchanged a glance over the odd request by the Doctor. Rory just shrugged and then winced in pain from his shoulder.

Amy and Rory picked up their step to catch up with Zarin and the Doctor who were waiting for them by an open elevator door. Despite the fact that it didn't really require much effort there was another native standing in the elevator to work it for them. The elevator operator bowed his head respectfully as they stepped aboard and then pressed the contact that would take them to the top of the building. When the doors opened Amy gasped at the breathtaking view.

Far above the city the symmetrical lines and circles that the buildings and streets created could be seen shining in the golden light of the various street lights and accent lights that put a soft glow on everything. Stepping of the elevator it actually sank down into the floor and disappeared so as not to interrupt the 360 degree view. The celling was created by the dome and a variety of bioluminescent fish swam overhead.

The circular room was warmly decorated and had the feel of a five star restaurant atop a London skyscraper. The center of the room held a large circular table that was covered in enough food to feed a dozen people. Everything was laid out on gold plates and gave off an enticing aroma. To Amy's surprise she recognized all of the dishes being offered, all of them among her favourite. Spread through out the table were glasses of wine of various hues as well.

"This looks fabulous." Rory smiled. "Seriously, I'm hungry enough to eat a horse."

"Be careful what you wish for." The Doctor chuckled.

"What?"

"Never mind." The Doctor turned to Zarin. "Everything looks wonderful, Zarin. You must join us."

The white membranes that flickered over Zarin's eyes flashed several times in rapid succession in his shock at the invite. He waited till the others were seated before joining them. Rory did not need an invitation to tuck in and after the first bite he made a noise of deep satisfaction. Amy quickly approved as well. Not needing as much to eat as his human companions the Doctor wasn't particularly hungry, but he didn't want to upset Zarin by not participating. Zarin ate sparingly, looking like a nervous stomach was keeping him from having much of an appetite.

"Everything is wonderful, Zarin." The Doctor praised. "I haven't eaten like this in a long time."

"It is amazing." Amy added as she picked up a glass of water. "I certainly wasn't expecting to find Forfar bridie pastry here, but it's just like my mother used to make. How did you know it was a favourite of mine?"

Zarin turned a confused look on the Doctor.

"Amy, it isn't really For..." The Doctor started.

Amy had just taken a sip from the glass and suddenly gagged on the liquid. Rory, the Doctor and Zarin all jumped to their feet fearing that she was choking. Spitting the water into her napkin Amy waved them away. Recovering she pushed the glass away and smacked her lips in distaste.

"Amy?" Rory asked concerned.

"I'm okay, I'm okay." Amy assured. "The glass was full of salt water."

"Salt water?" The Doctor repeated in surprise.

"That should not be." Zarin fretted. "My apologies."

"Zarin, I think something is wrong with your perception filter." The Doctor said as he tasted the offending water and found it to be fresh.

"I'm deeply sorry. We have not used the filter in this room since the Time Lords left."

"Woah, wait, a minute." Rory said. "Perception filter? Aren't those the things that make spaceships look like buildings and whatnot?"

"That's one use for them." The Doctor nodded.

"And the other?" Amy asked hesitantly.

"Time Lord cooking is more technology than technique." The Doctor smiled. "Zarin, can you turn off the filter?"

The Doctor and Rory sat back down as Zarin went over to the wall and exposed a panel. After typing in a code the feast before them flickered slightly before being replaced by a greenish spongy substance in all of the dishes and plates. The glasses of wine all turned to a water as well. Fork still in hand Rory poked at the rubbery green substance that now laid on the plate in front of him.

"What is this?" Rory asked in horror.

"The meal is whatever you wanted it to be." The Doctor explained. "Which is why I told you to be careful about wanting to eat a horse."

"Oh gross." Rory pushed his plate away. "So what is this really?"

"I don't know, back on Gallifrey we used a modified fungus as the base." The Doctor admitted as he picked up a small piece and tasted it. "This is some sort of high protein algae."

"That is correct." Zarin said as he joined them again. "We grow it in tanks. It has all of the nutrition that most carbon based warm blooded creatures require."

"Still gross." Rory shook his head. "Why not just catch fish? Plenty of those around and they are plenty tasty."

"Oh no, Master Rory, we would never intentionally harm a fish. We would certainly never eat one."

"Why not?"

"We are guests here under the surface." Zarin said. "It is not our place to harm any of the creatures who truly own this domain."

"Suddenly feeling a little guilty about loving fish fingers and custard." The Doctor whispered to Amy.

"You should." Amy teased.

"You're no vegan." The Doctor chuckled.

"Well, I've lost my appetite." Rory muttered.

Zarin apologized and called for five men to come and clear away the uneaten algae. The Doctor got up and went over to the floor to ceiling window that look out over the city. The ocean had fallen into an inky darkness with glowing fish acting as stars. Without the blue sky it was harder to distinguish Leviathan from the capital city of Gallifrey. Amy stepped up next to him and he automatically put his arm over her shoulder. Amy looked up just as a large ray with a white belly gilded gracefully overhead.

"It really is beautiful, Doctor."

"I know." The Doctor smiled. "You know I have always wanted a place to retire, this could be a natural choice."

"Retire?"

"Not any time soon of course." The Doctor added quickly.

"You would certainly be welcome here. These people are...eager to please."

"Yeah," the Doctor agreed sadly "I have a theory about why."

"Oh?"

"I need my sonic to confirm it, I'd rather just keep it to myself until I have proof."

"That doesn't sound like you." Amy said suspiciously. "You always tell my your crazy theories."

"This one has serious consequences if it's true." The Doctor sighed. "I would love to be wrong and if I am then I would rather not have accused anyone of anything out loud."

"And if you're right?"

"I will deal with that when and if that time comes."


	8. Chapter 8

Chapter Eight

"Why are you down here?"

Alone in the Grand Dinning Room at the top of the Gallifreyan tower the Doctor looked down on the softly glowing city. It was just past midnight and the bioluminescent sea-life continued to flash and dance through the black waters above. The streets were empty at this hour giving the city a deserted feel. Although when the Doctor thought about it the city always had the aura of abandonment to it. The natives that had been left behind didn't live in it so much as just take care of it.

"Five thousand years and you've done nothing to make this place your own, nothing to make it a home."

Realizing that he was muttering to himself the Doctor put his forearm against the glass and rested his forehead against it. Leaning against the glass he closed his eyes with a heavy sigh. For the first time in a long time he had a found a mystery that he wasn't sure he wanted to solve. He had a sinking feeling that the answers behind Leviathan were ones he'd rather not learn. Already feeling uneasy the Doctor jolted as the elevator suddenly rose up out of the floor. The Doctor pushed himself away from the glass to face Zarin as he stepped into the room. The Doctor smiled at the ambassador but Zarin still looked the Doctor over with concern.

"I am sorry you are unhappy, Doctor. Is there anything I can do?"

"What makes you think I am unhappy?"

"I'm sorry, I thought you knew."

"You're empathic." The Doctor guessed.

"That's right." Zarin nodded. "Since Time Lords are telepathic our two species make natural symbiotic partners."

"Is that what you were with the Time Lords? Partners?"

"Of course."

"You don't think the relationship was a little more one sided than a true partnership?"

"I don't understand."

"No. I don't suppose you do." The Doctor contemplated Zarin for a moment. "Zarin, are you happy here in Leviathan?"

"I am now that you are here."

"Right." The Doctor nodded thoughtfully. "Don't you think it's a little strange that your happiness depends on having a Time Lord around?"

"Are you not happier when you have your Companions with you? They are of a different species than you."

"Good point." The Doctor admitted. "Zarin, I think that your people may ha..."

The Doctor was interrupted by a violent bolt of lighting that flashed and crackled out in the waters past the dome. Zarin jumped in fright and scrambled over to the Doctor's side as the light show repeated itself. The massive arc of white hot electricity ran horizontal along the ocean floor lighting up the rim of the trench to the North. The bioluminescent fish that had been swimming in the area fled in a panic leaving the ocean pitch black. The Doctor waited for another flash of lightning, but everything was still and dark.

"Doctor," Zarin whispered "what was that?"

"That hasn't happened before?"

"No. Never."

The Doctor walked over to the glass that faced the North and stared out into the inky void beyond the city. Zarin joined him and they waited quietly to see if the lighting would flash again. The waters didn't light up again but after a few minutes the Doctor sensed a slight rumbling. He dropped down to his knees so that he could press his ear against the floor. Zarin knelt down as well with a look of confusion spread across his dusky features. Closing his eyes the Doctor concentrated on the new vibrations.

"Doctor?"

"Something is happening on the North side of the city. We need to get over there."

"The Library is the closest, we can go through it."

Zarin went over to the panel that recalled the elevator back. He tapped in a complex code into the display screen and the elevator rose up out of the floor once again. The Doctor smiled when the elevator doors opened, the doors no longer simply lead inside the elevator. Instead they had been transformed into a portal that opened directly into the main hall of the Library.

"The Library." Zarin announced.

"Do you know how to run all of the technology in the city?"

"No. Only what we need. There are many devices, in fact entire buildings, that we do not understand."

"And you never felt the need to muck about with them?"

"'Mucking about' with Time Lord technology is extraordinarily dangerous."

"That's never stopped me." The Doctor smiled.

"My people are not as curious as yours, Doctor."

"I can see that."

The Doctor took the lead through the elevator doors into the red and gold inlaid floor of the Library. The bookshelves spiraled up the inside of the tower up out of view in the impossibly tall building. It was bigger on the inside technology that allowed for the seemingly endless collection. Zarin looked up at the vast amount of tomes and smiled fondly.

"This is my favourite place in all of the city."

"How many of the books have you read?" The Doctor asked.

"None." Zarin said with a hint of sorrow. "I can not read."

"You can't read?"

"No one in Leviathan can. It's forbidden."

"By the Time Lords?" The Doctor asked surprised. "They forbid you from learning to read?"

"We are given all the information we need. We do not have a reason to read."

The Doctor was about to press the matter further when a weak earthquake shook the stone beneath their feet. It wasn't powerful enough to knock any of the books off the shelves but the look on Zarin's face told the Doctor that it wasn't a normal occurrence.

"I think it's coming from just outside the dome." The Doctor said. "Where are the front doors?"

"This way."

Zarin lead through a large study area and into the main foyer. There was a marble statue at least fifty feet high in the centre of the massive room that was carved wearing traditional Gallifreyan robes. The statue had its back to the pair keeping the Doctor from seeing who it was. The Doctor stared up at it as they approached, he'd never known the Time Lords to erect a statue of this size of any one individual. Forgetting about the problem at hand he rushed around to the front and backed up so that he could see the face. He had a feeling that he knew who he'd find looking down on him, but he was wrong. The Doctor's blood ran cold as he stared up at the angular stone face that glared down at him.

"The creator of Leviathan." Zarin announced proudly.

"That's Vael Voryunsti Sheverell..." The Doctor said in shock.

"You know him?"

"A long time ago. One of the greatest minds ever produced by Gallifrey."

"Indeed." Zarin agreed.

The Doctor also knew that beyond being brilliant Vael was also cruel, arrogant, and a traitor. However he decided to keep that information to himself. The fact that Vael had created Leviathan only deepened the mystery behind it. Vael had been second in power and cunning only to Rassilon. It had been his life's ambition to rule Gallifrey, an ambition that had driven him to madness, murder, treason, and eventually suicide.

"Doctor, can you contact Lord Vael?" Zarin asked meekly.

"What?"

"Perhaps if he knew how much his children miss him he would return to Leviathan."

"I...uh..."

The Doctor was saved from having to respond when the ground shook hard enough to throw both himself and Zarin to the marble floor. Pushing himself up onto his hands and knees the Doctor looked up to find himself at Vael's feet as if he was begging for forgiveness. With his hearts suddenly pounding the Doctor scrambled back away from the imposing statue. Zarin got to his feet and helped the Doctor up. From outside the Library's ornate double doors came the sound of cracking rock and breaking stone.

After one last look at the statue that suddenly looked as though it was gloating over him the Doctor rushed towards the doors. Outside the once pitch black ocean now held a blue glow that seemed to emanate up from the ocean floor. The Doctor ran towards the new glow with Zarin close behind him.

Twice the Doctor and Zarin were taking off their feet by the increasingly violent earthquakes on their way towards the edge of the city. The Doctor looked up at the dome, but it was impossible in the darkness to tell how well the energy field was handling the stress of the tremors. It didn't seem to be leaking, but that didn't mean it wasn't on the brink of failure. If the dome did fail the entire weight of the ocean would crush down on the city.

Since there was nothing he could do about the integrity of the dome the Doctor just continued to run across the marble expanse towards the new glow. Reaching the barrier the Doctor watched in fascination as a small secondary dome about thirty meters in diameter and half that in height crackled and flickered into existence. Once the dome formed a complex machine rose up out of the ocean floor below it as the water level inside the dome fell. Zarin stepped up to the dome and stared out at the massive device that shone in the blue light that radiated out from its heart.

"Wha...what is it?"

"I don't know." The Doctor admitted. "...but it looks like a weapon."

"A weapon?" Zarin repeated fearfully.

"A powerful one."


	9. Chapter 9

Chapter Nine

Laying in bed staring up at the burnished gold ceiling Rory listened to Amy softly snoring. He had woken up about an hour ago but Amy was so peaceful laying against him on his arm that he didn't want to disturb her. He also knew that sitting up was going to aggravate his shoulder which was already plenty angry at him.

"I could be at work right now, but noooo..." Rory sighed quietly to himself.

Amy shifted at the sound of Rory's voice but didn't seem to wake up. When she rolled over off his uninjured arm Rory quickly reclaimed his limb and rubbed it against the sheets to get rid of the pins and needles sensation. The sheets were some sort of ultra smooth silk which if Rory was in a better mood he would have appreciated, but all it really did was make him miss the cotton sheets of his own bed. There was no denying the underwater city of Leviathan was beautiful, but there was something about being injured far from home that seriously spoiled the adventure.

Rory reached up and pressed his hand against his dislocated shoulder. He explored the joint with his fingers and decided that although it was sore it was at least in the correct position. Zarin's people had done a good job at gently placing it back into place. He spent a few minutes untying and adjusting the ribbon that acted as a sling.

The bright spot of morning light from the round window finally crept across the floor and up onto the bed. Amy was still sleeping, but there was something odd about her breathing. Rory sat up in alarm when her soft irregular breath stopped completely. Amy was laying on her side facing away from Rory so he took her shoulder and rolled her onto her back. Amy gasped sharply and opened her eyes. She looked up at Rory fearfully for a second before she relaxed into a warm smile.

"Morning." Amy muttered casually as she stretched out like a cat. "Sleep well?"

"Amy, are you okay?" Rory asked as he pressed his fingertips against her throat to check her pulse.

"Fine...what are you doing?" Amy batted Rory's hand away.

"You stopped breathing."

"Don't be silly." Amy said as she tried to sit up.

"Amy," Rory said firmly as he held her down "I'm a nurse, I know these things."

"I feel fine. Honest."

Unconvinced Rory leaned down and pressed his ear against her chest. He wished he had his stethoscope. He asked Amy to take a few deep breaths as he held his own to hear better. Amy rolled her eyes but she complied with the exam. Rory closed his eyes and listened to the steady 'lub-dub' of Amy's heart. He moved his position a few times asking her to repeat the deep breaths. It didn't sound like there was any fluid in her lungs, there was no crackle or wheeze. At the same time something didn't feel quite right.

"Well, Nurse Rory?" Amy asked. "Satisfied?"

"For now, but I need you tell me if you get any tightness in your chest. A tiny amount of water in the lungs can cause big problems hours after the fact. Secondary drowning is a serious danger."

Looking concerned for the first time Amy took another deep breath and held it for a moment. Releasing the breath she looked up at Rory and smiled.

"No tightness, no pain." Amy reported seriously. "How about your shoulder?"

"Sore, but not life threatening."

"We keep worrying about each other, but right now I think it's the Doctor we should be worried about."

"Why?"

"He's keeping secrets. He suspects something about the people here and he's not telling me. Plus it can't be easy for him to be surrounded by something that looks so much like Gallifrey. You know he never makes good decisions when Time Lords are involved."

"Yeah, the last time we ended up outside the Universe." Rory agreed. "I'm still trying to wrap my head around that one."

"Exactly."

Rory leaned down once more and gave Amy a quick kiss before he got up out of bed. There own clothing had been returned sometime during the night and lay cleaned and folded on the dresser top. With Amy's help Rory was able to get his injured arm through his button down shirt and then she helped him re-tie the sling. Once they were both fully dressed Rory stepped up to the door which automatically slid open. One of the natives was standing in the doorway, having clearly been waiting for them.

"Yah!" Rory yelped in surprise. "Zarin, what are you doing?"

"I am not Zarin." He corrected. "I am Turk. I have been assigned to you. Do you require anything?"

"Uh...no." Rory said uncomfortably.

"Very well." Turk bowed, but remained standing in the door way.

"I guess I do need you to move out of the way." Rory said once it became clear that Turk had no intention of stepping aside.

Turk instantly backed up to allow them to pass. When Rory and Amy walked out into the hall Turk followed them a few paces back. Trying his best to ignore their shadow Rory went over the door that lead to the Doctor's room. The door opened, but revealed the room to be empty.

"He doesn't sleep much." Amy said. "He was probably up exploring all night."

"Right." Rory nodded.

"Can I help you?" Turk asked meekly.

"No, we're fine." Rory replied automatically, he didn't really like the idea of having a servant. It was like when the Doctor had accidenlty left the Ood in their house.

"Actually," Amy said "can you take us to the Doctor?"

"Yes, of course." Turk replied in obvious excitement as he turned around. "Right this way."

"It creeps me out how much the natives here seem to love him." Rory said quietly to Amy.

"You are just as welcome here." Turk assured having overheard.

Rory gave Turk a doubtful look but the Leviathanite didn't seem to take notice. He lead them down the hall towards a door that had a glass panel set in the wall off to the side. Turk tapped a complicated code into the panel and the door opened up on the main study in the Library. Rory stepped up to the threshold and looked into the immense room that had books along the walls that spiraled up out of view.

"This...this can't be the same building."

"It is not." Turk assured. "This is the Library."

"Time Lord technology." Amy smiled. "It's just like on the TARDIS where the doors can change where they lead to."

"That's right." Turk nodded. "Follow me, please."

Turk stepped through into the Library and Amy and Rory followed. Turk was fleet footed and Rory had to pick up his pace in order to keep up with him. Amy kept up but to Rory's trained ear she was breathing a little too heavily for the mild amount of exercise. He reached out and took her wrist and sought out her pulse as they walked at the quickened speed. Rory furrowed his brow at the results and was about to say something when Amy suddenly stopped.

They had entered the main foyer and Amy had stopped at the sight of the towering marble statue that dominated the centre of the room. Turk had continued on and was almost around it before he noticed that the pair wasn't behind him. Turk stopped and waited as Amy and Rory slowly catch up while staring at the impressive statue. Coming around the front Rory found himself under the powerful glare of Vael's visage.

"Wow," Amy said in awe "that is impressive."

"I can't say I like the way he's looking at us." Rory commented.

"He does look very...severe."

"Do you know Lord Vael?" Turk asked hopefully.

"Can't say that we do." Rory replied for them both.

"We are all hoping that the Doctor will report good things back to Lord Vael. Perhaps then he will return with the rest of his followers."

Amy and Rory exchanged an uncomfortable glance. Amy had already told Rory that she was afraid what might happen if the people here learned that the Doctor was the last.

"How many Time Lords have you met?" Turk asked curiously.

"Uh..." Rory looked to Amy.

"Is the Doctor near by?" Amy asked rather than replied.

"Of course, I'm sorry to have become distracted from my task." Turk hurried to the doors. "He is out by the new done. Not far. Come along."

"New dome?" Rory repeated.

Turk didn't clarify, his full focus was now on leading the pair to the Doctor. Amy shrugged and followed after him. Rory looked up at Vael and tried to shake the uneasy feeling the statue gave him before he caught up with Amy and Turk. Turk brought them to the edge of the city where a group of just over a dozen natives where gathered around a partially dismantled saucer like vehicle. What looked like the rest of the population was gathered in the shade of the buildings and trees at the edge of the city watching the smaller group.

The saucer out on the marble floor was about fifteen feet in diameter and six feet high. Half the panels had been torn off and lay strewn about along with heaps of wires and spare parts. From inside could be heard the sounds of metal being pried apart along with the occasional zap of an electrical spark. The natives standing around it all watched with close attention. Zarin was among them and waved at Amy and Rory when he spotted them.

Beyond the barrier behind the torn apart vehicle another dome sat out in the sands about ten meters from the larger city dome. Inside a large tangle of gold and glowing glass stood menacingly. To Rory it had the vague shape of a piece of ground artillery with the slender multi chambered barrel pointed away from the city. As Amy and Rory approached a screwdriver with an oddly shaped grip flew out of the opening on the top of the saucer and clattered to the ground.

"Useless!" The Doctor snarled from inside.

"Doctor?" Amy called.

There was a pause followed by the sounds of rustling and struggle as the Doctor worked to free himself from the inner workings of the saucer. The Doctor peeked out over the edge of the saucer and smiled brightly at Amy. With a little more effort he was able to stand up in the cockpit so that he could be seen from the waist up. He had taken off his jacket and rolled up is sleeves of his now grease stained white button down shirt.

"Good morning you two." The Doctor greeted.

"Doctor what is going on?"

"I am converting this maintenance pod into a submersible so we can get outside the dome. Speaking of which, that happened last night." The Doctor gestured towards the other dome. "Cool, eh?"

"Looks like a weapon." Rory said warily.

"That's what I thought." The Doctor nodded in excitement.

"I still do not know why Leviathan would need a weapon." Zarin said nervously.

"Having a weapon and needing one are two different concepts." The Doctor said as he yanked another part off the saucer. He tossed the part down and looked to one of the natives. "Naris?"

"Yes, my Lord?" Naris jumped to attention and stepped closer.

"'Doctor'." The Doctor corrected.

"Doctor." Naris said with an apologetic bow. "How can I help?"

"Be a good lad and fetch me a Cathelitical Conversion Crystal with at least a fifteen Yarlip rating."

"Right away."

The Doctor watched Naris leave with a smile. Amy gave the Doctor a concerned look, which he took notice of.

"Isn't that great?" The Doctor beamed. "He understood what I was talking about."

"Glad someone does."

The Doctor chuckled and climbed the rest of the way out of the saucer. He was able to get down himself, but several of the natives had been more than ready to catch him if he fell. The Doctor stepped up to Amy and gave her a hug despite her protests about the dirt on his shirt. He looked her over critically for a moment.

"How are you feeling?"

"I'm fine." Amy replied in an exacerbated tone.

"Just checking." He looked over his shoulder at the saucer. "I should have this done in a few more hours."

"You just love having a new toy to tinker with don't you?"

"I do."

"What about that thing out there?" Amy pointed towards the dome.

"I don't think it's anything to worry about. Even if it is a weapon it would only be as dangerous as the person who wields it." The Doctor shrugged. "Besides, I could be wrong, it might be something else. Vael was a brillant inventor after all."

"Whatever it is it does seem to have reacted to the arrival of a Time Lord." Zarin pointed out.

"With Time Travel cause and effect don't always follow the same boring order. Maybe it is here because I am or maybe I'm here because it is."

Zarin didn't look very comforted by the explanation. The Doctor turned back to his project and reached into one of the open panels so he could tear a handful of wires out. Knowing there would be no taking the Doctor away from the saucer for now Amy wandered over towards the dome to look at the new arrival. Rory took the chance to step up to the Doctor.

"Doctor," Rory said as the Doctor inspected a spinning part "can I talk to you?"

"Of course." The Doctor connected two wires that sparked angrily at him. "Ouch, wrong wire, this thing is not colour coded properly."

"Privately?" Rory added with a note of urgency.

The Doctor stopped what he was doing instantly and looked over at where Amy was chatting with Turk by the barrier. Zarin automatically went to follow the Doctor when he went to step away with Rory. The Doctor politely asked him to stay behind and although he hesitated Zarin bowed and stayed next to the saucer. Rory didn't lead the Doctor far away, he just wanted to put enough distance between themselves and others so that they wouldn't be over heard.

"What's wrong, Rory? Your shoulder..."

"My shoulder is fine. It's Amy, her heart rate doesn't change."

"What?"

"Her heart rate doesn't go up with exertion, it stays at a perfectly steady rhythm which isn't natural, and this morning she briefly stopped breathing. Her chest sounds clear...but something is wrong, I know is."

Looking thoughtful the Doctor turned his attention to Amy. A small curious group had gathered near her and she was allowing one of the natives touch her long hair. After hesitantly brushing against the fiery strands he thanked her and then turned to chat excitedly with his friends. Amy chuckled at the short haired natives reaction. The Doctor looked to Zarin who was standing exactly where he had left him by the saucer. The ambassador had been watching the Doctor and Rory talking but as soon as he found himself under the Doctor's gaze he shifted his eyes down to the floor.

"Doctor?" Rory asked.

"I'll take care of this." The Doctor growled darkly.

"What's wrong with her?"

"I don't know, but I know someone who does."


	10. Chapter 10

Chapter Ten

"Zarin?"

"Yes, Doctor?"

"I need your help finding something. Come here, please."

For the first time Zarin didn't instantly rush to the Doctor's side. Still standing by the saucer he glanced nervously at the others. Zarin's friends suddenly avoided eye contact with him. When the Doctor repeated his request for Zarin to assist him the other natives gathered took a step back to further isolate the ambassador. The Doctor didn't want to frighten Zarin and he was trying to remain emotionless, but the powerfully empathic creature wasn't so easily fooled.

"Zarin," the Doctor said gently "come with me into the Library."

"Yes, my Lord, right away."

Zarin slunk over to the Doctor looking like a beaten dog that still only craved its master's approval. The Doctor smiled but fear still glittered in Zarin's dark eyes. The Doctor wasn't sure what more he could do to put Zarin at ease so he just turned and made his way towards the Library. Amy had been chatting with a few of the more curious natives but as soon as the Doctor had called for Zarin they had all fallen into an uneasy silence.

"Doctor?" Amy called.

"Just stay with Rory." The Doctor replied.

Rory had stepped up to Amy and stood next to her like he was on guard. Amy knit her brow in a mixture of confusion and concern.

"Rory, what is going on?" Amy demanded.

"The Doctor just wants to talk to Zarin alone."

The Doctor could hear Amy continuing to question and argue with Rory as he reached the Library doors. Stepping inside the Doctor looked up at the massive statue of Vael. Feeling uneasy around the carving of the dead Time Lord the Doctor purposefully walked off into one of the book rooms to escape its stony gaze. He could hear Zarin's soft foot steps following a few feet behind him. When they entered the study that was lined with books the Doctor turned to face Zarin. Zarin looked like he might pass out at any moment.

"I'm sorry." Zarin whimpered.

"Why are you apologizing?"

"You are angry and frightened. It is my task to keep you happy and I am failing."

"I just want to know what is wrong with Amy."

"There..." Zarin hesitated "there is nothing wrong with her."

Suddenly losing his temper the Doctor rushed at Zarin and drove him back. With his forearm across Zarin's chest the Doctor slammed the terrified man to the wall of books with enough force to knock several of the heavy tombs to the floor. Pinned down Zarin cried out but did nothing to fight back.

"If you are going to lie to me you are going to have to do better than that!" The Doctor snarled. "What happened to Amy?!"

"My Lord, please..."

"What happened?!"

"Your Companion drowned!" Zarin wailed.

The Doctor's blood ran ice cold as he stared at Zarin in horror. Trembling violently tears streaked down Zarin's dark face as he tried to start another apology. Baring his teeth at the cringing Leviathanite the Doctor pressed Zarin harder against the books. Welding his eyes shut Zarin broke down into true tears. In no mood to show mercy the Doctor grabbed the front of Zarin's clothes and pulled him away from the bookshelf only to shove him against it once more.

"Where is Amy? The *real* Amy!"

"She is standing outside with her mate."

"You said she drowned!"

"It would be more correct to say that she is drowning," Zarin corrected quickly "but do not worry, my Lord, it is happening very slowly...she may even live a full human lifespan."

"What did you do to her?" The Doctor demanded.

"We...we placed a chronic hysteresis in her chest." Zarin admitted quietly.

The Doctor released Zarin and took a step away as he absorbed the new information. Zarin wrapped his arms over his stomach and continued to shake. The Doctor raked his hands through his hair as his initial rage degraded into fear. He paced back and forth a few paces before he turned on Zarin again.

"A time loop...you put a time loop in Amy?"

"We had to."

"Why? How did that help?"

"You are familiar with 'dry drowning'?"

"Cold water rushes to the back of the throat causing it to spasm shut, no water gets in, but no air does either."

"And the pressure caused by the vacuum in the chest cavity causes a massive imbalance in the lungs leading to swelling..."

"Quickly followed by death." The Doctor finished.

"Her lungs had not yet started to swell, but the damage to her heart was extensive, it was only a matter of minutes before her lungs filled with fluid pulled from the blood. We couldn't just let her die. We were able to initiate one good heart beat."

"And you froze that beat in time. Her heart beats in perfect rhythm because it is just the same beat over and over again in a loop."

"We saved her life."

"No," the Doctor hissed "you simply delayed her death!"

"Is that not the same thing?"

"No!" The Doctor roared. "It is *not* the same thing! You should have told me, time loops are notoriously unstable and the human body is far too delicate to handle a time loop for very long!"

"Forgive me, Time Lord, I only did what I thought was best. We know how much a Companion means to a Time Lord, we could not let you wake to find her gone."

The Doctor glared murderously at Zarin until he realized that it wasn't Zarin that he was angry with. It was his fault that Amy ended up in the deadly swirl of water. He had lost consciousness when she had needed him the most. Had he been stronger there may have been something he could have done to better save her. As it was if it hadn't been for Zarin's intervention she would have been dead long before he'd woken. The Doctor hid his face in his hands for a moment before looking up to face Zarin again. Still trembling Zarin was pressing his back into the books as though the Doctor was still forcing him against them.

"I'm sorry." The Doctor sighed in misery. "You're right, you did what you could for her. Thank you."

"I am sorry that I lied to you, I knew it would upset you to know the truth."

"Anything else I should know?"

Zarin took a breath to say something but he couldn't find the courage to speak. Unable to admit to his failings out loud any more he wandered over to the door at the back of the room. The Doctor followed him as he changed the doorway to take them back to the central tower. Zarin brought the Doctor to the drawing room that had the balcony that over looked the central square. Going over to one of the cabinets Zarin opened a drawer and pulled out a folded black velvet cloth which he offered to the Doctor. Unfolding the cloth the Doctor smiled as he discovered his sonic nestled in the soft fabric.

"So I didn't lose it." The Doctor flipped the sonic in the air and caught it. "I missed you."

The Doctor flicked the sonic open and inspected it for damage. He assumed that Zarin had taken it to keep him from scanning Amy and discovering the truth. After assuring himself that the sonic wasn't damaged he tucked it into his inner breast pocket. The familiar weight of the sonic in his pocket was surprisingly comforting.

"Thank yo..." The Doctor stopped when he realized he was alone. "Zarin?"

The Doctor turned in place to look around the whole room but Zarin was gone.

"Zarin?"

When the Doctor noticed that the red curtain that separated the room from the balcony was moving he dashed out onto open balcony. Zarin had crawled out onto the far side of the rail, facing the devastating drop he held onto the rail with his hands behind his back.

"Zarin!"

"Please, my Lord, do not watch. A new Ambassador will be here to serve you better by the morning."

"I don't want a new Ambassador, Zarin." The Doctor assured.

"I have lied to and stolen from a Time Lord...there is no recourse for me other than death."

"No, please, Zarin, this isn't going to make anything better. Come back inside."

Zarin hesitated as he looked down at the marble far below. Closing his eyes he shook his head like a stubborn child. The Doctor was about ten feet away from Zarin, he didn't move closer in fear that his approach would cause Zarin to leap. As it was Zarin loosened the grip he had on the rail as he leaned further forward.

"Zarin, no, please don't do this."

"I have to."

"You really don't." The Doctor insisted. "Use your empathy...what am I feeling right now?"

"You..." Zarin concentrated for a moment as though he didn't believe what he was sensing.

"Zarin?"

"You are terrified."

"Exactly. I'm terrified for you. I don't want this, you must feel how much I don't want you to kill yourself over me."

Zarin looked like he was starting to listen but then a new determination hardened in his dark eyes.

"You may not want this, but Lord Vael would." Zarin said firm in his convictions. "He will never return if he learns that his people are disloyal cowards."

"Zarin, Vael is dead." The Doctor admitted.

"Wha...what?"

"Vael is gone."

"His followers..."

"They can't return either, they are gone, all of the other Time Lords are gone. I'm all that's left."

Zarin looked over his shoulder and stared at the Doctor in disbelief. To prove his words the Doctor allowed the sorrow that he always worked so hard to hid to show. Zarin gasped sharply as the Doctor's pain washed over him. Tears streaming down his shocked expression Zarin slowly climbed back over the rail. The Doctor held his hand out to encourage Zarin to come further away from the rail. Staggering over Zarin collapsed into the Doctor's arm.

Unable to keep Zarin on his feet the Doctor knelt down and cradled the stricken creature as Zarin broke down into a bitter weeping. Zarin gripped down on the lapels of the Doctor's jacket and buried his face in his chest as he cried himself breathless. Hopelessly trying to console Zarin the Doctor held him closer. Zarin wailed as though he was mourning the loss of every soul that had ever crossed over.

"It's going to be okay, Zarin." The Doctor soothed. "Try to breathe."

"No, no...there is no hope."

"That's not true."

"Too broken, too much pain in your hearts," Zarin whimpered nearly incoherently "you have more pain than we could ever hope to help you heal."

"Zarin, you don't need to hea..."

"..and if we can't fix you, then you can't fix us."


	11. Chapter 11

NOTE: I'm pleased you have all been enjoying this story! I've got a real job now again so that's why I'm a touch late with updates. Sorry...need to make monies. ;)

* * *

Chapter Eleven

"Rory, what is going on?"

"I have no idea."

"Don't play 'dumb' with me." Amy warned. "Don't get me wrong, you're cute when you're clueless. However, you know something. What's wrong with the Doctor?"

"There is nothing wrong with the Doctor." Rory answered truthfully.

"I'm going after him."

"Amy, wait..."

Rory stood in Amy's path to keep her from heading towards the Library. Amy narrowed her eyes in irritation as Rory tried to force an innocent smile. Turk stood next to the pair looking nervous. The others that had been gathered around had all scattered once the Doctor had taken Zarin away. Amy went to push past Rory but he put his uninjured hand on her shoulder.

"Rory..."

"Let's just wait here for the Doctor?" Rory suggested.

Amy was about to protest further when suddenly the marble under her feet trembled. Turk yelped in alarm as a crack appeared in the stone floor and spread out like a bolt of lightning. The tremor became more violent and Rory pulled Amy close to help both of them with their balance. Stumbling back Turk fell and landed hard on his back. As the earthquake subsided Turk sat up and rubbed at the back of his head.

"Turk?" Amy asked in concern. "Are you okay?"

"I..." Turk stopped as a look of shock fell over his face.

Turk was staring past Amy out at the ocean. She was still focused on Turk when Rory turned her around so that she could see what Turk was staring at. Beyond the secondary dome was an enormous silver mass that was undulating and growing larger as it rose up higher. The device in the smaller dome sprung to life and swiveled its barrel towards the expanding shape.

"Wha...what is that?" Amy asked.

"I think," Rory paused as he watched the shape float towards the distant surface "I think it's a massive bubble."

"A bubble?"

Even as she questioned Rory's theory she could see it. The mass had taken on a vaguely jellyfish shape and was gaining both speed and size as it lifted away from them. With less pressure on it it as it rose from the depths the air was expanding. The silver sheen was just the light bouncing off it. As it traveled faster and faster smaller bubbles broke off the bottom and chased the larger one in a glittering trail. After only a few seconds it was half way to the surface and several hundred meters in diameter. The suspected weapon tracked it as it sped away but didn't fire at it.

Turk slowly got to his feet as he continued to stare at the massive bubble. Amy and Rory were also transfixed by its odd beauty. The usually mundane event had been made spectacular by the sheer size of it. The schools of fish in its path were shoved aside by the force and ended up on the far side disoriented and swimming in circles as they tried to regroup. When it broke the surface it caused a massive frothing and sent out a shock wave across the surface that rippled out at a terrifying speed. Once it was gone the device powered down again.

"Wow..." Amy breathed. "That was amazing."

"Does that happen often?" Rory asked Turk.

"Tha...that has never happened." Turk stuttered in fright.

"I think we should go find the Doctor now." Rory said.

"Good idea." Amy agreed.

Turk did not argue and followed Amy and Rory to the Library. Once inside they went back towards the study when they didn't find Zarin and the Doctor in the front room. The statue in the front had weathered the earthquake but the floor of the main study was covered in fallen books. Turk looked at the mess in dismay.

"No, no, no, this will never do, I have to fix this. Vael loves his books, he would be so angry to see them in this state." Turk said anxiously as he started collecting an armful of the books. "Unacceptable, this needs to be clean, this has to be put back in order."

"Perhaps we could do that later?" Rory asked hopefully.

Turk paused with the half dozen books he'd picked up. Looking at Rory he then looked down at the books in his hands and then back up at Rory again. His anxiety was palpable as he glanced around at the thousands of books that lay in a disorganized heap and then back at the humans that he had been charged with assisting. Unable to decide which task was more important he turned to Amy for help.

"We need to find the Doctor." Amy said. "We can worry about the books later."

Turk nodded but he still seemed reluctant to just leave the mess. Eventually he carefully put the books in his hands down in an orderly tower. Carefully stepping through the books towards the far door he tapped on the panel. Instead of opening the door it connected him with one of the other natives through an intercom. He informed them about the chaos in the study before entering the code into the panel that opened the doorway back to the main tower.

"We should see if anyone was hurt." Rory said as he suddenly realized that more may have fallen then just books.

"It does not matter." Turk replied.

"Of course it matters, we may be able to help."

"Do not worry yourself, Master Rory, we can care for our own. Your needs are my only concern."

"You seemed worried about the Library." Rory pointed out.

"Yes, and I am deeply ashamed." Turk cast his eyes to the floor. "Please forgive me for neglecting you, it will not happen again."

"Uh...it, um, it really wasn't that big a deal." Rory said feeling uncomfortable. "I just wanted to help if anyone was hurt in the earthquake."

"Thank you." Turk bowed deeply. "The Doctor is this way."

Amy took Rory's hand and followed Turk as stepped through the portal back into the main tower. There was something disturbing about the native's desire to serve. Amy knew the Doctor had a theory about it and she was going to demand that he share it when they found him. Heading down the hall towards the far side of the tower Turk suddenly stopped dead in his tracks.

"Turk?" Amy asked concerned.

Gasping sharply Turk dropped to his knees, clutching at his chest. Alarmed Amy and Rory knelt down as well as Turk struggled for breath. Reaching up he pressed his hands over his ears as he broke down into a bitter weeping. Amy looked to Rory for help but he didn't know what to do either. Collapsing to the floor Turk wailed a keen mournful cry before he curled up, shaking with his continued tears.

"Turk?" Amy rubbed at his shoulder. "Turk, what's wrong?"

"I...I don't know..." Turk replied through his tears. "So lonely..."

"You're not alone," Amy assured "we're right here."

Amy watched helplessly as Turk hugged his knees tightly to his chest and bawled like a lost child. Inconsolable Turk trembled with the weight of his sourceless sorrow. Rory got to his feet and ducked into the near by bedroom to grab a blanket. When he laid the blanket over Turk the miserable Leviathan pulled it off himself so that he could gather it into his arms. Clutching the blanket he hid his face in it as he cried.

"These people are seriously unbalanced." Rory noted sadly.

"I hate to just leave him, but I think we really need to find the Doctor."

Rory just nodded and helped Amy to her feet as best he could. His shoulder was getting worse rather than better as their situation became more stressful. Watching Turk cry uncontrollably Amy felt guilty just leaving him behind, but at the same time she was becoming increasingly concerned for the Doctor. Something certainly wasn't right. Rory took her hand once again and they walked at a quick pace down the hall. Amy found that even with the small increase in their speed she was starting to breathe hard.

"Amy?"

"I'm just a little light headed. I'll be fine."

Not looking convinced Rory made a point to slow down their pace. Amy was going to protest but she noticed that it did make her feel better. Walking along they paused for a moment when they thought they heard someone crying. Changing direction to head towards the sound they came to the door that lead to the lounge with the balcony.

The door opened automatically for them. The Doctor was sitting in the middle of the floor cradling Zarin who was crying just as hard as Turk had been. Resting his cheek on the top of Zarin's head the Doctor rocked him gently in a fruitless attempt to calm him. Nearly breathless with his sorrow Zarin whimpered and mewled between his tears. Amy took a step into the room causing the Doctor to look up. She expected to find him crying as well but he smiled brightly at her.

"Amy." The Doctor said with relief.

"Doctor?"

"See, Zarin?" The Doctor said in a cheerful tone. "I'm not alone."

"Doctor, what is going on?" Amy asked.

Without an explanation the Doctor motioned Amy to come closer. Rory stayed by the door, looking nervously back into the hallway as if expecting an attack. When Amy approached the Doctor held out his hand for her to take. Amy didn't hesitate to take the Doctor's hand. She had to lean down when the Doctor pulled her hand closer so that he could press the back of her hand against his cheek. Closing his eyes the Doctor took a deep calming breath. Opening his eyes once more he looked up at Amy. Zarin kept staining the Doctor's shirt with his tears while the Doctor just stared up at Amy affectionately.

"Doctor?" Amy asked uneasily.

"Amy, remember that time I came to Christmas dinner? When you already had a place set for me even though I'd never come around for Christmas before?"

"Of course I do. What about it?"

"It meant a lot to me."

"Me too." Amy smiled at the memory. "But why are you bringing it up now?"

"I need us both to be thinking about a good moment."

"Why?"

Rather than answer the Doctor just looked down at Zarin. Finally able to control his tears Zarin was quickly calming down. Nuzzling against the Doctor's chest Zarin sighed in contentment. The Doctor released his hold on Amy so that he run his hand across the top of Zarin's short fur like hair. Making a sound very much like a purring cat Zarin relaxed further. Showing more strength then Amy thought he had the Doctor collected Zarin up in his arms as he stood up and lifted the ambassador up. He took him over to the near by lounge and laid him down. Leaning down the Doctor kissed Zarin's forehead.

"Sleep." The Doctor whispered.

Closing his eyes Zarin nodded slightly as he drifted off. The Doctor stood over Zarin for a moment to ensure that he remained peaceful. Once he was sure that Zarin was sleeping heavily he took out his sonic and gave the Leviathan a quick scan. Looking at the read out he shook his head sadly. Turning around he stepped up to Amy and pulled her into a warm hug.

"How are you feeling?" The Doctor asked.

"I'm fine, why does everyone keep asking me that?"

"What just happened?" Rory asked as he joined them.

"Zarin and the others are powerfully empathic." The Doctor explained. "Things got to a point with Zarin where my emotions alone weren't good enough to calm him. Amy's positive feelings helped bring him back to a point where he could self regulate again."

"Turk was crying too." Amy noted. "When we got about a hundred yards from here he just dropped."

"I don't know how far their empathy reaches, there is a chance the whole city was in tears to some degree."

"That's horrible."

"Is it?" The Doctor asked uncertain. "Empathic societies tend to be very peaceful. When you actually share your neighbour's pain everyone has good reason to treat one another well."

"What happened that made him so upset?"

"I had to tell him that I was the last Time Lord and it was more than he could take. Plus, there is more than just empathy that drives the Leviathans."

"Does it have something to do with their creepy need to please?" Rory asked.

The Doctor fell silent. Amy noticed that he was clenching his jaw the way he did when he was angry but didn't want to show it. Hearing a growl Amy looked over her shoulder at Zarin. Jerking slightly in his sleep Zarin's lip was curled in a snarl. Amy heard the Doctor taking a deep breath to compose himself which had the effect of calming Zarin once again. Amy returned her attention to the Doctor and looked to him for an explanation, but he looked lost in dark thoughts.

"How could you be so cruel?" The Doctor muttered to himself.

"Doctor?"

"Vael did this to them."

"Did what?"

"Zarin and his people have been genetically modified to love Time Lords unconditionally, to obey us gladly and without question. They have a deeply ingrained instinct to make Time Lords happy, to the point where their own mental well-being depends on it. Even their empathy may not be natural. Vael violently tore open their DNA, the blueprint of their very souls, and then put it back together again to his liking."

"What?" Amy asked shocked. "Why?"

"To more easily enslave them."


	12. Chapter 12

Chapter Twelve

"A bubble?"

"A really big one." Rory confirmed.

"Cool."

"Is it anything to worry about?"

"I don't think so." The Doctor shrugged. "It's a bubble, I've faced things a good sight scarier than a big bubble and come out okay."

"I was more worried about what might have caused it."

"Good point. I'll add the bubble to my list of things to figure out while we are down here." The Doctor said seriously as he made a mental note of it. "Right now the first order of business is fixing your shoulder. Amy, can you stay here with Zarin? I really don't want him to be alone when he wakes."

"He's not going to start crying again is he?" Amy asked warily.

"He might. Just try to remain in good spirits yourself and that will help him."

Amy nodded and went over to sit in the chair near the lounge where Zarin was sleeping deeply. Rory hesitated to leave Amy alone but the Doctor gave him a nudge to encourage him. With his shoulder throbbing painfully he decided that he had better follow the Doctor. It wasn't until they were downstairs and heading towards the front door that the Doctor finally broke the silence.

"I spoke with Zarin about Amy."

"What did he say?"

"The news isn't good, but I'm going to make it right. I promise."

"What's going on?"

As they walked to the outskirts of the city the Doctor carefully explained what had happened and the steps that the Leviathans had taken. Although he was horrified Rory waited until the Doctor had finished before he began to ask questions.

"How much time does she have?"

"The Time Loop seems stable for now. But I don't think we can dare let her into the TARDIS in this state. Time Loops can be dangerous if you get caught in them, its very difficult to break free from a moment in time that you just keep reliving. Sometimes it can be nearly impossible to know it's even happening. As such the TARDIS tends to avoid them like paradoxes."

"The TARDIS might stop the Time Loop in her chest?"

"She might, I don't really know. But I don't want to risk it."

"So what are we going to do?"

"I don't know, but I will figure it out." The Doctor said confidently. "In the meantime you need to make the decision on whether or not we tell her."

"She has a right to know, but I don't want her panicking. She already had trouble breathing this morning."

"The episodes she's been having are from her body remembering drowning, even if she's blocked it out of her conscious thought the physical memory is still there."

"Will telling her make that worse?"

"That is very likely."

"Then we should keep it secret until we know more about what we are going to do about it."

The Doctor nodded in agreement. Having been walking while they talked they had reached the dome. Rory reached up and pinched the bridge of his nose as the stress of the situation full sunk in.

"Rory?"

"I can't lose her."

"You're not going to."

Rory didn't look particularly comforted by the Doctor's assurance. The Doctor took a breath to say more, but he couldn't think of anything to say that would truly help. Pulling out the sonic the Doctor snapped his fingers to open the TARDIS doors. The TARDIS had been covered in a few dozen brightly coloured starfish that clung stubbornly to the doors as they opened. Using the sonic the Doctor was able to open the tunnel between the dome and the TARDIS once more.

The Doctor stepped out into the wet sand on the ocean floor and started across the TARDIS. After taking a quick glance up Rory took a deep breath and followed along. Inside the TARDIS it felt like a sauna. The main console pillar was glowing a brilliant white and there was a high pitched hum in the air. The Doctor raced up to the console and slammed some commands into the keyboard before flicking several levers. The TARDIS calmed and the center pillar returned to its normal soft glow.

"What was that?"

"The TARDIS has been soaking up a serious amount of artron energy while we've been away." The Doctor said looking confused. "But where is it coming from?"

"Is that important?"

"It's very unusual, and anything very unusual is important to me. However, I'm going to just add it to the list along with the bubble. Come on, let's fix your shoulder."

Rory nodded and followed the Doctor into the back hall of the TARDIS and into the medical room. The Doctor walked up to several of the large devices held in the room and contemplated them momentarily. However in the end he announced that there really wasn't anything there designed to fix Amy's heart and lungs. Unlike Rory's torn muscles that were easily mended the Doctor lamented over the fact that Amy's damaged organs needed replacing more than just a patch job.

After a few minutes under the Doctor's care Rory was able to move his shoulder freely once more. He pulled off the sling and stretched his arm out. Satisfied that Rory was better the Doctor headed back to the main chamber. The TARDIS was still overheating so he adjusted a few more settings. The Doctor tapped on the console with a look of contemplation etched on his face.

"Something wrong?" Rory asked.

"The TARDIS is still absorbing artron energy, which means there has to be a massive source of it near by."

"Maybe it's somewhere in the city?"

"When I say massive I mean something many times larger than this planet."

"Oh."

"I wonder..." The Doctor drifted off in thought for a moment.

"Doctor?"

"Huh? Oh, right, um...I need to get a good look at the sun."

"That sounds like a terrible idea. Isn't everything on the surface dead because the sun is so powerful here?"

"Yes, but everything on the surface came from this planet. I'm a Time Lord, I stared into a sun while in a decaying orbit around it. Granted it happened to be a living sun and part of it got inside me and nearly drove me to insanity and murder...but the chances of that happening again are very slim."

"Why do you want to look at the sun?"

"If it's in the state I think it's in it will tell me a lot more about why Leviathan is here."

"How does that help Amy?"

The Doctor didn't have a good answer to Rory's question.

"Doctor," Rory said firmly "saving Amy is more important than figuring out why there is a city down here."

"Of course it is." The Doctor quickly agreed. "It's just that I don't know how to fix her yet, and I do know how to do this. I find whenever I'm at a stalemate with one problem that solving a completely different one can lead to new opportunities for solving the first one."

"I'm not sure if what you just said actually makes sense or not."

"As a general rule staying in motion is better than standing still." The Doctor clarified.

Rolling his eyes Rory nodded in agreement. Smiling brightly the Doctor clapped his hands together before turning towards the open TARDIS doors. Just before stepping outside he turned back to Rory.

"Do not close the door." The Doctor warned.

"Right."

Making sure not to touch the door Rory stepped outside. A large stingray that had been trying to figure out the new barrier in its path slowly swam up the side of the tunnel across the top. The bright white underbelly of the ray had a mouth in the shape of a cartoon smile and a set of sensory pits that looked kinda like eyes, giving the creature a comical look to its underside. Getting to the other side the ray settled down in the sand and buried itself so that it could wait for prey to swim by.

Getting back to the city the Doctor sent Rory off to get Amy and Zarin while he made his way over to the submersible that he had almost finished. As worried as he was about Amy he was still excited about his new theory about Leviathan and the only way to prove it was a trip to the surface. Reaching the far side of the city through the programmable door ways the Doctor took note of the damage that the second earthquake had done. He looked up at the clear dome but it did not appear any worse for wear.

"Last thing Leviathan needs is to spring a leak."

The Doctor crawled up into the submersible and dove back into his work on the small aquatic craft and by the time Rory returned with Amy, Zarin, and Turk in tow he was finished with it. Zarin looked depressed and Turk was keeping an anxious eye on him. The Doctor smiled at Zarin and Zarin managed to mimic the expression.

"Doctor, Rory told me you want to go look at the sun?" Amy asked sounding doubtful.

"That's right!"

"Doctor that's a terrible idea." Amy pointed out.

"Why do people keep saying that?"

"Because it's true."

"Doctor," Zarin spoke up "nothing survives near the surface, the water there is only a few degrees away from boiling. Worse than the heat the radiation is deadly."

"Not to me." The Doctor pulled out his sonic and aimed it at the dome causing it to bulge out into the sea. "It is safer to move the dome in that direction, but it does mean that I'm going to need a push."

Zarin motioned for Turk to go fetch some of the others. It didn't take him long to come back with half a dozen natives. Amy stood back while Rory helped the others push the saucer shaped submersible off the marble and into the wet sand. The craft was heavy, but the bottom was smooth metal and it slid relatively easily across the marble floor.

"That's far enough. Thanks." The Doctor made a few final cheques. "I'll be right back."

"If you come back blind don't think for one moment that you're getting any sympathy from me." Amy said only half joking.

"I'll be fine. Trust me."

Not waiting to hear any further protests the Doctor used the sonic once more to activate the shield that formed a dome over the center of the craft where he was standing in the makeshift cockpit that he'd hollowed out. One last change to the settings caused the large city dome to snap back into place. Now outside the engines kicked in and lifted the craft up off the ocean floor.

Rising high above the city the Doctor got a good look at the ravine where the lightning had been before. It was dark now, just a massive crack in the ocean bed that went down deeper than even the light dared to go. The device in the smaller dome sat motionless but pointed towards the trench. Bringing his gaze up the Doctor watched as the fish darted away to clear a path for him. One of the vaguely dolphin like creatures came up for a closer look but as he continued to rise towards the surface it swam off back towards the safety of the depths.

At the point where there was only a hundred meters of water between the Doctor and the surface all of the sea life was gone. It was dazzling bright in the upper layer of sea and even through the shield the Doctor could feel the heat. Breaching the surface the Doctor was momentarily blinded by the power of Leviathan's sun.

Reaching into his jacket he pulled out a pair of thick sunglasses. Slipping them on the Doctor was able to look around. He was surrounded by a calm sea that stretched out to the horizon in every direction. The sky was empty, not even clouds lay above. The dead surface world was perfectly silent and the Doctor felt eerily alone. Looking directly up the Doctor found what he was looking for.

"Oh that is brilliant."

In the sky above was the answer to why there was no life on the surface. The star that Leviathan was circling had gone super nova, but before it could destroy the world and anything else that happened to be near by it had been frozen in time. Suspended in time it had become a powerful source of raw artron energy.

"So the Eye of Harmony was not the only star that the Time Lords attempted to harness. But you didn't have the power to tear it from its orbit, did you?" The Doctor asked rhetorically. "Rassilon was the one who took it the step further, he finally captured one...but Vael must have tried with this one first."

Vael and Rassilon had always been in a race to control power and time and the artron energy of a decaying star was the key. Vael had mastered time with the Time Scaphe, but it lacked the control over Space and Dimension that Rassilon's TARDIS had. Looking at how close Vael had come to being the first to own a star the Doctor wondered how things would have been different if Vael had taken Rassilon's place as Lord of the Time Lords.

"Rassilon may have been insane with power near the end, but at least he wasn't always that way the way Vael was."

The Doctor looked around the barren surface one last time before diving below once more. Even with the protection of his physiology and the shield he was starting to feel the effects of the sun made powerful by the expansion of going nova. The Doctor stared down at the tiny jewel of a city that lay far below.

"How did Vael keep this place a secret? Leviathan isn't just a city, it's a laboratory."


	13. Chapter 13

NOTE: Wow...I am so sorry about the wait! (and for that last dull chapter). Thank you in advance if you're still with me!

* * *

Chapter Thirteen

"Doctor!" Zarin cried. "Doctor, come quickly!"

The Doctor had just returned from the surface when Zarin rushed up to the edge of the dome. Zarin didn't dare step out into the bubble the Doctor had created out onto the ocean floor, but he paced anxiously on the marble. The Doctor jumped down from the cockpit into the wet sand. Zarin stared at the Doctor as several small stray bolts of blue energy flickered across his clothes and played in his hair.

"Doctor, are you alright?" Zarin stepped forward in concern.

"Don't touch me." The Doctor warned as he jerked back.

"Is that artron energy?" Zarin asked in obvious surprise.

"It is, it will dissipate. I'm surprised you recognize it. Now then, what's wrong?"

"It's Amy..."

"Where is she?"

Zarin pointed toward the library. The Doctor broke into a run and Zarin followed after him. Bursting into the Library the Doctor found Amy on the floor with Rory kneeling next to her. Amy was struggling for breath as she held Rory's hand tight. With his free hand Rory carded his fingers into her hair and tried to calm her with a soothing tone. Still charged with the artron streaks the Doctor knelt down next to the pair.

"Rory..."

"After you left she started getting anxious looking at the ocean so we came inside, but she just got worse." Rory explained without looking up as he continued to try and calm Amy. "Amy, listen to me, you need to relax."

Gasping for breath Amy stared into Rory's eyes desperately. The Doctor could see that she was trying to calm herself, but she didn't actually accomplish it until she turned her head and caught sight of him. A brief look of irritation flashed across Rory's features over the fact that Amy showed more faith in the Doctor than him, but he quickly lost his brush with jealousy. In the end he was just grateful that Amy was able to take a proper breath.

"Doctor..." Amy whispered in a frightened tone.

"It's going to be okay." The Doctor smiled brightly. "I figured out how to fix this."

"You did?" Rory asked shocked.

"Just like I suspected, focusing on a different problem brought me the answer to this one. Amy I need to to let go of Rory's hand."

Still only able to manage a few shallow breaths Amy was hesitant to release her hold on Rory. Rory brought her hand up and gave it quick kiss before letting go. Once Rory was clear the Doctor placed his hand an inch away from Amy's skin over her heart and closed his eyes to concentrate. The tiny blue sparks that had been chasing one another across his skin raced down his arm and crackled as they jumped from the Doctor's hand and struck Amy chest.

With a surprised yelp Amy jerked violently. Sitting up bolt up right Amy panted heavily, but she was able to take a few slow deep breaths after being reminded by the Doctor to do so. Rory instinctively pressed his fingers against her throat looking for her pulse. Zarin dared to step closer now that it was looking like the emergency was over. He had a confused expression etched into his dark face.

"Steady pulse, faster than before," Rory noted as he looked up at the Doctor. "The Time Loop?"

"Gone." The Doctor confirmed.

"The what?" Amy asked confused.

"How do you feel?" Rory asked anxiously.

"Confused, and still a little shaken," Amy admitted "but I think I'm okay."

"You'll be just fine." The Doctor assured.

"What did you do?" Rory asked.

"The sun above is pouring out artron energy, which Time Lords are amazingly good at absorbing and which has incredible healing powers for humans."

"I still don't understand," Amy looked at the Doctor suspiciously "why did I need healing in the first place? What happened?"

The Doctor flushed before he reluctantly explained what he had told Rory before about the drowning. Horrified Amy pulled away from the Doctor slightly as Rory wrapped his arms around her.

"I'm so sorry, Amy."

"But I'm okay now?" Amy asked nervously.

"Absolutely." The Doctor said confidently. "Nothing to worry about."

"Doctor, I don't think tha..." Zarin started.

"Zarin, I need to see the control room. Where is it?" The Doctor interrupted as he jumped to his feet. "I need to see if Leviathan is run on artron energy from your sun. Do you happen to know if that's what keeps the dome stable? What do you know about artron energy? Speaking of which are you aware of the state your sun is in?"

"I...uh..." Zarin looked dazed by the Doctor's rapid fire questions.

"First things first, take me to the control room."

"There is no control room, Doctor."

"Of course there is, this place is just like a space ship only underwater." The Doctor gestured around at the Library. "Something keeps the lights on in here. There has to be a control room to regulate the air, water, energy, all that fun life support stuff."

"I've never seen anything that looks like it might control the city, the city just runs I've never questioned how."

"Is there a room that you are forbidden from going in?"

"There is one place that kind of fits that description." Zarin nodded thoughtfully.

"That would be it then." The Doctor clapped his hands together in success. "Take me there."

"I can't."

"It's okay, I'm a Time Lord, remember? I hereby 'unforbid' it."

"I mean I can take you to the door, but I can not get past it. It's not forbidden, but it is locked."

"Oh, right. Let me worry about that." The Doctor looked down on Amy and Rory. "Coming along?"

Amy and Rory exchanged glance, both feeling something was a little off with the Doctor. Rory shrugged in a silent 'I guess he's no weirder than he usually is' and Amy nodded in agreement. Rory got to his feet and helped Amy do the same. He asked her one last time how she was feeling and she assured him that she was fine. Zarin waited for everyone to be ready and headed off to the study. Rory and Amy looked around in surprise at the immaculate study that had been covered in fallen books just a few hours ago.

"You were really serious about getting this place cleaned up." Rory remarked impressed.

"We were left in charge of this city, even if the Doctor is the last we will forever keep the city pristine. If we can not keep it ready for the Time Lord's return, then we will keep it safe in their memory instead."

Although he had tried to sound positive Zarin's voice was still hollow with despair. Ever since he had woken his motions looked very automated and listless. He had once eagerly watched the Doctor's every motion in hopes of anticipating his next need. Now he kept his eyes down cast and only occasionally glanced at the last of his masters.

Reprogramming the door Zarin opened it on a long silver hall that terminated in a single metal door. Walking down the corridor their footsteps echoed off the walls. The Doctor stepped up to the closed door and inspected the blue glowing panel off to the side. Scanning it with the sonic he looked at the readout and made a thoughtful noise.

"Something wrong?" Amy asked.

"It's locked, but it's not a very complicated lock." The Doctor replied as he reset the sonic. "Of course I suppose it doesn't need to be, the city itself is so secret that there really isn't much need for high security."

"My people would certainly never attempt to gain entry by force." Zarin confirmed.

"Exactly."

Making a final adjustment on the sonic the Doctor pointed it at the door panel. With a quick squeal from the sonic the door slid open. The room beyond was reminiscent of the main control room on the TARDIS although the design was more minimalistic and clean. The metal walls held round cut outs that gave off a soft white glow. The center console was a smooth metal hexagonal control panel with a round central pillar that gave off a blue hue. The pillar connected to the ceiling by a hexagon dais that was covered in Gallifreyan symbols. The Doctor walked up to the console and read a few of the small screens.

"The city does run on artron energy. Although outdated now this was all very high tech during Vael's time, probably more advanced than what was on Gallifrey at the same time. This dome was probably the prototype for the one that protected the Citadel."

"Why test it here and not on Gallifrey?" Amy asked.

"Excellent question. My best guess is that Vael didn't want to share all of his discoveries with Rassilon."

The Doctor reached out and began mucking with the dials and buttons on the console. Rory half expected the whole room to flicker and travel into another dimension. However all that happened was a panel on the far wall opened to reveal another room. The next room over was not nearly as orderly and held a large array of equipment and half built machines. The Doctor wandered around scanning a few of the more complete works with his sonic.

"Most of these are weapons." The Doctor noted to himself. "Why did he abandon Leviathan? A little more work and he could have been a formidable enemy for Rassilon."

"Weapons?" Zarin repeated as he looked around nervously. "Vael taught us peace, we were savages on the surface world, but now because of the Time Lords we have erased violence from our society. The Time Lords showed us every life is sacred. Are you sure these are weapons?"

"I could be wrong." The Doctor conceded. "After all, nothing down here is finished, they really could be parts to anything."

Amy and Rory both knew the Doctor was lying to make Zarin feel better. Looking somewhat reassured Zarin looked around the large laboratory. The centre of the room was cleared out and the floor held a light blue circle that was about twenty feet in diameter. Next to the circle was waist high pillar with a small console on top. The Doctor walked up and inspected it.

"What is it?" Amy asked.

"A holographic diary." The Doctor replied as he started tapping on the screen. "Vael was recording his work."

The Doctor sifted through the menu noticing that everything was arranged by code numbers without descriptions. He had hoped to find one that might help him understand the device in the smaller dome that had recently surfaced. However without any names or descriptions looking at entries was going to be a shot in the dark. Shrugging the Doctor activated one near the top of the list.

A ghostly image of Vael appeared. The Doctor knew this to be Vael's Seventh, and final regeneration. This was the regeneration that he had met in the past, and the one who had killed himself in despair when he had finally realized that the Pythia had made a traitor of him. Vael's mind had been so powerful that he could destroy people with it, and eventually he had turned that same power in on himself.

Vael had a small device set on a leather strap in his hands and he was making some adjustments to it with a slender sonic screwdriver. As he worked with the device he walked a few paces within the blue circle on the floor causing a native Leviathan to come into view as well. The Leviathan was standing with his hands held lightly behind his back. He was watching Vael's every motion with a pleased smile on his face. The Leviathan appeared to be proud to have been chosen to serve Vael today.

"Is that what I think it is?" Rory asked pointing to the device.

"It's a primitive Vortex Manipulator," the Doctor said as he stepped up to the image to get a better look "I always wondered who invented those damn things."

"Today I will be working with Subject 3781." Vael spoke to the recorder.

"My name is Tepal, My Lord." Tepal supplied with a smile.

"Be quiet." Vael hissed.

"My apologies." Tepal bowed deeply and then fell silent.

"Hold out your right arm."

Tepal did not hesitate to bring his arm up for Vael. Taking the Leviathan's arm Vale secured the Vortex Manipulator on his wrist. As Vael placed the settings into it the Doctor started getting an uneasy feeling.

"I don't think we can learn anything from this." The Doctor said as he made his way back to the controls.

"Sending 3781 one second into the future...now." Vael said calmly.

The Doctor had hoped that Vael would give him more time, but before he could switch off the recording Tepal snapped out of view as Vael triggered the Manipulator. Having only been sent a second into the future Tepal reappeared in the blink of an eye. The Doctor lunged for the control panel to turn it off, but it was too late, the damage was done. Tepal wailed as he collapsed to his knees. Tearing at his short white hair he screamed again as madness and pain over took his senses.

Zarin was staring at the hologram in horror as Vael coldly looked down on his victim. Deciding that Zarin had the right to know the truth the Doctor took his hand away from the panel and allowed the image to play. Amy looked to the Doctor in concern but the Doctor simply shook his head sadly and turned his attention back to the ghostly scene. Vael scanned Tepal with the sonic and made note of the readings out loud.

"Shielding only held at ten percent, opening 3781's mind to nearly the full force of the Vortex. Even the most experienced Time Lord would find this maddening if the journey was more than a few years in length. The principle is sound, howev..."

"My Lord!" Tepal cried. "Help me! Please!"

"This is interesting." Vael noted. "3781 has retained enough sanity for speech, which is a far better outcome than 3780 who was completely incoherent."

"Help me..." Tepal whimpered as he broke into tears.

"I will give him a few minutes to see if he regains mor..."

Vael stopped when Tepal pitched forward and vomited blood onto the floor. Vael took a step back to avoid the gore as he looked down on Tepal with disgust. Wrapping his arms around his stomach Tepal fell onto his side, curling up as he shook in pain. Vael sighed heavily before closing his eyes and raising his hands out towards Tepal. In a brilliant flash Tepal was gone, the Vortex Manipulator lay on the floor where he had once been. Vael knelt down and picked up the device.

"Needs more work." Vael muttered.

The entry ended and the image of Vael vanished. The Doctor turned his attention to Zarin. With his dark eyes wide in shock Zarin just gawked at the empty place where the scene had unfolded. The Doctor hoped that learning the truth about Vael would eventually help Zarin break free from his blind faith in Time Lords. His faith was certainly shaken, but it was looking like it might be too much for the Leviathan to take.

"I'm so sorry, Zarin."

Jerking at the sound of the Doctor's voice Zarin tore his eyes off the floor and stared at the Doctor. When the Doctor took a step closer Zarin backed away in terror. Looking around the room as though he was seeing it for the first time Zarin suddenly turned and bolted. Rory went to chase after him but the Doctor stopped him.

"No, give him a little space." The Doctor said.

"Doctor, that was horrible." Amy said as she edged closer to Rory. "Why did you let Zarin watch that?"

"The Leviathans live their entire lives in service to a dead monster, the truth is the first step towards healing. These people need to develop hopes and dreams of their own."

"And to do that you have to tear down their entire world?" Amy asked doubtfully. "The truth seems needless cruel, Doctor."

"Which is why I usually lie."

"Why didn't you this time?"

"I don't know." The Doctor admitted. "I should have. I just..."

"Couldn't stand seeing Zarin thinking all Time Lords were heroes?" Amy supplied when the Doctor didn't finish.

"Something like that."

"Well you'd better go after him and explain to him that they aren't all villains either."

The Doctor nodded and lead Amy and Rory back towards the hallway. Zarin had changed the door so that it no longer led into the Library. Instead it brought them back to the central tower. The Doctor had two guesses as to where Zarin would have run too. He had Amy and Rory stay in their room while he went in search of the distraught Leviathan.

The Doctor checked the room with the balcony and when he didn't find Zarin there he headed up to the top dinning area that offered the full view of Leviathan. Zarin was standing near the far glass wall staring out over the city. He was still shaking.

"Zarin..."

"Stay away from me!" Zarin cried as he whipped around and pressed his back against the glass. "Why did you have to come back here?! You are going to destroy us!"

"Zarin, please trust me, the last thing I want is to hurt you."

"We have based our whole existence on the idea that Time Lords were creatures to be looked up to, practically worthy of worship, only to learn that you are murderers and liars!"

"Not all of us..."

"You lied to your companion not more than an hour ago!" Zarin accused. "The artron energy can not heal her, she is still dying!"

"The artron energy provided her with a better patch than the time loop." The Doctor explained. "I lied because I had to. I find I have to lie a lot."

"And yet you have the *audacity* to ask people to trust you?" Zarin snarled.

"You're right, you have no reason to trust me."

"And yet...I..." Zarin bowed his head in defeat as his voice dropped to a whisper. "And yet I still do. I'm horrified by what I have learned of both you and the Time Lords, but something won't let me stop loving you. What is wrong with me, Doctor?"

"Another one of Vael's cruel experiments."

Zarin brought his head up and he waited for an explanation. The Doctor did his best to explain to Zarin about Vael's genetic manipulation of the people of Leviathan. Zarin listened without interrupting the Doctor. He seemed to calm as he understood more, as though he was learning something that he had long suspected.

"We are slaves?"

"To long dead masters." The Doctor confirmed. "But I'm going to break your people free of this. I promise."

"How?"

"The fact that you have conflicting feelings about Time Lords is a good start."

Zarin actually managed a smile. He had just taken a breath to say something more when the blue lighting returned to the edge of the ravine outside the dome with a vengeance. The Doctor rushed over to the glass for a better look at the lighting danced about a quarter mile from the city. Zarin yelped as the whole tower shuddered under the influence of a deep and powerful earthquake. The Doctor stared in fascination as another one of the gigantic bubbles rose up from the ravine and raced for the surface.

The Doctor was busy watching the bubble when Zarin tapped on his shoulder and redirected his attention down to the ravine itself. Out of the dark depths of the crack a black undulating mass began to spill up out of the ravine. From either end of the ravine, at least two hundred yards apart, a set of massive tentacles slowly crept out into the sands of the ocean floor. The rest of the creature remained hidden as the painfully slow moving tentacles began to seek purchase and explore.

"That's...uh...that's probably nothing to worry about."

"That sounds like another one of your lies, Doctor."

"It is..." 


	14. Chapter 14

Chapter Fourteen

"My, my, you are beautiful...but also a huge problem. Pardon the pun."

"Doctor?"

"Sorry, Zarin, I mutter to myself, bad habit."

"Is that another Time Lord creation?" Zarin asked as he stared out at the massive tentacles that were still exploring the edge of the ravine.

"No, that's a native to your planet."

"I have never heard of a creature so large. We have been down here for over five thousand years and there is nothing in our records that even hints at such a thing."

"Records?" The Doctor asked with interest. "I thought you said you couldn't read."

"I can not."

"Then how do you keep records?"

"They are in my mind." Zarin replied simply.

"Yes, but how did they get there?"

"I awoke with them, just as everyone else did." Zarin said. "When someone wakes in Leviathan they are provided with the history of Leviathan, the Time Lords, and the knowledge they require to perform their job."

"'When someone wakes'?" The Doctor repeated. "Oh...wait..."

The Doctor pulled out the sonic and scanned Zarin. Zarin watched the Doctor with slight apprehension as Doctor consulted the sonic. Sighing heavily the Doctor shook his head sadly and tucked the sonic back into his jacket.

"Well that explains why I haven't seen any children, Leviathan has no children."

"Correct. There are no true births in Leviathan and therefore no children." Zarin said as though it was simple common knowledge. "The Loom is triggered to create a replacement every time there is a death."

"Which also explains how Vael was able to manipulate your genes so heavily."

"Vael used the Loom to save our species, without it there would be none of my people left. The radiation from the expanding sun made us sterile."

"No." The Doctor shook his head. "Vael made you sterile."

"Wha...what?"

No matter how much Zarin learned of Vael he still seemed shocked every time he learned a new terrible detail. The Doctor realized he probably should have kept that last revelation to himself as he watched Zarin beginning to fall apart once more.

"It's actually a good thing, Zarin." The Doctor assured. "Since you are artificially sterile that means I can probably fix it."

"Vael took our children from us as another form of control, didn't he?" Zarin asked sadly.

"He did. With a species like yours it was the only way to keep you from very quickly over populating. Under the sea in a bubble is not exactly the best place for indiscriminate population growth and Monophroditic species are traditionally harder to control when it comes to multiplying."

"Monophroditic?" Zarin repeated puzzled.

"That's just a fancy word for a species that doesn't have two distinct genders and when any two individuals...uh...'get together' both walk away pregnant. Which isn't how it works with a majority of species."

"How does it usually work?" Zarin asked in curiosity.

"Typically there is a male and female and to make more you need one of each. When all is said and done the female is the only one that ends up carrying the child."

"That doesn't sound fair."

"It's not really." The Doctor admitted. "Humans have taken gender differences to a whole new level...but that's a whole other long and complicated story that I personally don't really understand."

Clearly confused by the conversation Zarin just fell into an uncomfortable silence. The Doctor put the idea that there was a Loom somewhere in Leviathan in the back of his mind as he continued to file away his current list of problems. Reversing the Leviathan's sterility was a bit of a low priority at the moment considering that all of Leviathan was in danger of extinction with or without the ability to breed.

"I think we need to go take a closer look at this new comer to the party." The Doctor announced.

"Is this creature something we need to fear? There is no reason for it to attack us."

"I don't think it has any intention of attacking, but I do worry about what will happen if it decides it wants to relocate again."

"I do not understand."

"Look out around at the ocean floor that surrounds Leviathan."

Zarin humoured the Doctor and looked out into the sea. In the high tower with a full three hundred and sixty degree view he was able to see the flat sandy plain that surrounded Leviathan. Mountains rose from the sea floor to the North and South with the East and West boundaries formed by deep cracks in the sea bed. The sea monster was currently sending more thick tentacles out of the Western ravine to explore the foot hills of the mountains. From what Zarin could see each of the now dozen tentacles was as thick as a whale and twice one's length.

"You fear that the creature will simply crush Leviathan under its weight as it migrates from one ravine to the other."

"Exactly." The Doctor stared out at the slow moving mass of flesh. "I think that the reason there is a nice flat spot here for the city in the first place is that a very long time ago this same animal dragged itself across here."

"Why would Vael set up his city in the shadow of such a threat?"

"Either he didn't know or..." The Doctor paused as he looked down on the smaller dome settled on the West side of the city. "Or he already had a plan."

"Doctor?"

The Doctor didn't reply he just headed off towards where the elevator lifted up out of the floor. Zarin obediently followed and didn't ask for further explanation. When the Doctor got back to Amy and Rory Turk was with them looking nervous. Upon seeing the Doctor Turk seemed to relax.

"My Lord, something is happening at the ravine." Turk announced.

"Something about a really big octopus?" Rory questioned rather than stated.

"Doctor, what is going on?" Amy demanded.

"Come along," the Doctor smiled brightly "I'll show you."

Rory, Amy, Turk and Zarin followed the Doctor back to the library. Once outside the whole city was gathered at the bottom of the library steps. They had all been chattering nervously among one another. When the Doctor walked out of the library everyone turned their attention to him and fell silent.

"There is nothing to worry about." The Doctor announced. "Everything is going to be okay, I promise. Just go about your day."

To Amy's surprise the Doctor's simple speech seemed to work. The gathered crowed let out a collective sigh of relief and as ordered they dispersed to go back to whatever it was they did all day. The Doctor looked quite pleased with himself and turned a childish grin on Amy.

"I can't believe that worked." Amy said.

"I have a very calming voice."

"No you don't." Rory pointed out.

"Alright, fine, they are genetically programed to believe everything I say."

"That sounds about right." Amy chuckled. "Is there something to worry about?"

"That depends." The Doctor replied cryptically.

"Depends on what?"

The Doctor didn't answer he just headed down the stairs and jogged off towards the edge of the city. Rory rolled his eyes and followed after as Amy chased after the Doctor. Zarin and Turk exchanged a worried glance before they followed along as well. Amy tried to ask the Doctor more questions along the way but he remained silent.

When they reached the dome and had a chance to look out through the clear blue waters Amy was suddenly speechless. Rory's jaw was dropped as well as the creature in the distance rose up out of the ocean floor like a wall. It had been an impressive sight from the top of the tower, but down on the ground looking up it was almost impossible for the mind to understand such a large living thing. The ravine now appeared to be a moving mountain range as more and more of the arms slurped along the ocean floor. One of the arms had wrapped around one of the larger rock out cropping and was working to haul the body of the beast up out of the trench.

"Wha...what is that?!" Rory stuttered.

"It's an Apex. A creature that fears no other." The Doctor announced proudly. "I've never actually seen a living one, but they are found on basically any planet that is more than fifty percent water."

"Whoa, whoa, wait, Earth is seventy-five percent water and we don't have anything like that!" Rory exclaimed as he pointed at the Apex.

"Sure you do. In fact I know of five of them. One is even mentioned in the Bible, the Leviathan."

"That's insane, if there was something that big on Earth scientists would know about it."

"Are you kidding?" The Doctor scoffed. "Earth scientists know more about space than their own oceans, and they barely have a rudimentary understanding of space."

"How does something that size even find enough to eat?" Amy asked as she gazed out at the mass of flesh.

"They tend to feed on energy sources, heat, radiation, artron energy. They very rarely move from their homes in the ocean floor, unless they are looking for a new food source, or more likely in this case: a mate."

"A mate?" Rory repeated in disbelief. "I don't even want to think about that."

"You mean there is another one in the other ravine?" Amy asked worried.

"Probably. There tend to only be a handful of these creatures on a planet at any one time and they stick together to make finding one another easier. They reproduce once every fifty million years. However it's not really them mating that causes real issue. It's every few hundred million years when one of them dies that things go wrong. Which brings me to my questions to Zarin."

"Me?" Zarin asked in surprise.

"Yes. I need to know how devoted you and your people are to peace."

"I don't understand."

"That device in the dome is indeed a weapon, one that placed there to defend Leviathan from the Apex."

"By killing it?"

"Exactly."

With a horrified expression Zarin looked out at the slowly rising tide of flesh that was darkening the horizon. Turk stepped up and put his hand on Zarin's shoulder in support.

"Zarin, if it was Vael's wish to take this one creature's life to spare us then that is how it is meant to be."

"I wish it was the simple, Turk." The Doctor said. "It is not just the Apex that will die."

"What do you mean?"

"When something as large as an Apex dies the waters are poisoned from the decay for hundreds of miles, which leads to a biotic crisis. Usually these crisis cause a massive loss of life, but life finds a way and it bounces back."

"Is that how you know about the five Apex on Earth?" Rory asked. "Are you saying they caused the five mass extinctions?"

"They did, but on Earth the planet was habitable enough to recover. This planet does not have that luxury, because of what has happened to the sun life is barely clinging to a slim layer of water that surrounds it."

"What exactly will happen if we let the device kill the Apex?" Zarin asked.

"Time Lord technology will keep Leviathan and its people safe, but the rest of the life on your planet will go extinct."


	15. Chapter 15

NOTE: Sorry again for the wait. I hope you are all still enjoying! This story has been a little harder going for me than the others and of course there is that whole 'work' thing getting in my way!

* * *

Chapter Fifteen

Amy sat on the marble floor next to the dome. She had suddenly felt a little dizzy, and not wanting to alarm Rory and the Doctor she had decided to just sit for a moment. There was a large cuttlefish just on the far side of the clear energy barrier that was very interested in her. Exploring the barrier with its tentacles it changed its colours rapidly giving the squid like creature a strobe light appearance. Amy put her hand against the barrier and the cuttlefish attempted to touch her despite the divide. Looking somewhat amorous the cuttlefish stopped flashing and instead blushed a deep pink.

Amy looked past the curious creature and up at the sixty feet high wall of Apex that had now risen from the ravine. Its shadow was halfway to the city as more and more of the beast crawled up onto the ledge. Amy knew she should be alarmed by the Apex, but it was moving so slowly that it was hard to feel truly threatened by it. The Doctor stepped up to Amy and offered her his hand to help her stand. Accepting the help Amy got up and staggered back a step as the light headedness returned briefly.

"Amy?" The Doctor asked in concern.

"Doctor, you're not really going to let Zarin kill the rest of life on this planet...are you?"

"Well it is their planet." The Doctor shrugged.

"Doctor, you can't be seri..."

"Amy," the Doctor interrupted "Zarin and the others need to start thinking and acting for themselves rather than basing each moment on what a dead psychotic Time Lord would want. This is a perfect chance for them to start choosing their own path."

"So if Zarin decides to kill the Apex you are just going to stand by and let them doom an entire ecosystem?"

"Of course not." The Doctor smiled mischievously. "You know me better than that."

"Then why did you offer it to him as an option?"

"I want to see what they come up with for an answer. It will be a big step forward for them if they ask me to turn off the weapon since it was clearly what Vael wanted. As for how to save Leviathan after that, well I'm sure something will come to me."

"Yeah," Rory huffed sarcastically "I can't see this plan ending poorly."

"Oh hush, Rory." The Doctor rolled his eyes. "Come on, let's go take a closer look at this weapon while we wait for Zarin. I might be able to use it to just scare the Apex away."

"I don't think something gets that big and still fears anything." Rory pointed out.

"You could have a point there." The Doctor admitted as he looked up at the advancing wall of gray-blue flesh. "It really is a remarkable creature."

"I'd be in more awe of it if we weren't directly underfoot." Amy said. "How long do you think we have before it reaches the city?"

"At this rate? Somewhere between twenty and twenty-four hours."

"That's not much time to come up with another plan."

"I've certainly worked with shorter time frames."

Seeming unconcerned by the looming threat the Doctor fiddled with setting on the sonic. Rather than using it to affect the dome directly he scanned the marble floor around the edge of the dome. He made a noise of triumph when a small pillar suddenly rose up and revealed a panel on top.

"I figured Vael would have set up some way to get out there." The Doctor said as he tapped a command into the panel. "Here we go, this will be more stable then if I used the sonic."

A silver column of air stabbed out from the larger dome and connected to the secondary air pocket that held the sizable weapon. The cuttlefish that had been playing with Amy turned white and sped away as fast as it could. Leading the way the Doctor stepped out into the wet sand with Amy and Rory close behind. Looking around Amy noticed that fish of all sizes had begun to school in great numbers around the Apex. The metallic sides of the fish flashed and sparkled as they darted around and down to the surface of the Apex.

"What are they doing?" Amy asked as she pointed out the fish.

"Feasting, I suspect. The Apex must be covered in parasites and nutrient rich growths." The Doctor replied. "Just as the death of an Apex causes mass extinctions, the migration of one can cause a boom in population as it brings resources up from the depths."

"I'm still having a hard time imagining one of these things on Earth." Rory said.

"There are all sorts of amazing things at the bottom of Earth's ocean, each one more unbelievable than the next. Earth has fish living in the darkness of the depths with bioluminescent bacteria living in special little pouches under their eyes. They pull a shutter-like membrane over to cover the glow to make it blink so that they can communicate with one another."

"You're making that up."

"I'm really not. Flashlight fish, very cool."

Rory still looked skeptical as they stepped into the room with the weapon. The complicated machine rose about twenty feet in height with a large gauged barrel that was currently pointed in the direction of the on coming Apex. The lights inside were giving off a light blue/green glow but it was completely silent. The Doctor circled around the device once before stepping up to the glass plate that acted as an interface.

"Well the good news is that I can turn it off." The Doctor announced.

"What's the bad news?" Rory asked.

"Bad news?" The Doctor repeated in confusion.

"When there is good news there is usually bad news, particularly when you're involved."

"Ah, well, I suppose the bad news is that when I do shut it down the Apex is going to crush us."

"That is bad news." Amy agreed. "But nothing we didn't already know."

"You two are so hard to please sometimes." The Doctor grumbled as he played around with the settings on the weapon. "This is same as the turrets that protected the cities of Gallifrey. These were capable of bring down Dalek warships."

"Does that mean something?"

"It means that this is a bit of over kill for hunting Apex. This was built to protect Leviathan from more than just the threat of being crushed under a blob of sushi."

"Like what?" Amy asked as she reached out and put her hand on Rory's shoulder to help steady herself.

"Vael was probably looking to defend himself against Rassilon if he was ever discovered." The Doctor guessed as he continued to inspect the weapon. "What happened to the planet's sun was enough to have him executed in Time Lord Law."

"What do you mean?"

"I mean in order for Vael to freeze a sun during super nova, he would have had to have caused it in the first place." The Doctor clarified. "He burned a whole world for his experiments."

"That's horrible. Why not just use a sun that doesn't have an inhabited world circling it?"

"Those are harder to find than you might think. The Universe is full of life, it's just that for the most part that life decides not to talk to Earth."

"Why's that?" Amy asked.

"Watch just about any tv channel on Earth for twenty four hours and then ask yourself if you'd talk to your species if you didn't have to."

Amy thought about protesting the obvious insult, but then realized that the Doctor had a fairly good point.

"Of course that begs the question as to what made you want to talk to us." Rory pointed out.

"Sheer curiosity. There are definitely days that I regret it though. Taking care of Earth has practically become a full time job. You lot are completely incapable of handling your own problems."

"Hey!" Amy shoved the Doctor's shoulder. "I often get the feeling we wouldn't even have those problems if it wasn't for you."

"I'm only responsible for at most half of Earth's invasion issues." The Doctor chuckled.

"Doctor?" Zarin's voice carried through the recently made tunnel. "Doctor?"

"We're coming, Zarin." The Doctor called back.

The Doctor, Amy and Rory returned to the tunnel and found Zarin waiting for them on the Leviathan end. He seemed calm as he greeted the group. He had lost the nervous edge that he had been developing over the past few hours as his world kept being turned upside down. The Doctor stepped up to him with a smile.

"You look like a man who has come to a decision."

"We have, Doctor." Zarin agreed. "I have told everyone of the danger that the city faces with the Apex, and the danger that faces this world should the Apex die. I have also shared with them that you are the last of the Time Lords. However I decided against sharing Vael's true nature, it would only confuse them as it does me. Although I must admit that it makes me uncomfortable to lie as you do."

"It's not a lie if you simply omit the the truth."

"Perhaps not, but it is certainly not truthful to do so."

"I suppose not." The Doctor agreed. "What have you decided with the weapon?"

"We wish you to turn the weapon off. The Apex is part of the natural order of the seas, we are not. We can not end the bounty of this planet for our own ends."

"That's a good answer. I'm proud of you Zarin."

"Thank you, Doctor." Zarin bowed. "Please, Doctor, deactivate the weapon and then we wish you and your Companions to leave Leviathan."

"Leave? With the Apex still bearing down on you?"

"We understand, and accept that the city will be destroyed." Zarin with calm resolve. "There is no reason for you to share that fate with us. You are the last of the Time Lords and you must survive."

"And I intend to," the Doctor smiled "but that doesn't mean I'm not going to help you."

"What can be done against such a massive creature that does not involve harming it?"

"Probably nothing, the city..." the Doctor paused and looked back at the city with an unreadable expression "the city is most likely doomed. However, the city isn't the important thing here, your people are."

"If the city is doomed then so are we."

"Nonsense. The TARDIS may look small, but there is plenty of room for everyone. If I can't find a way to save Leviathan, I will help you find a new home on a whole new planet. You could live on the surface of a world again."

Zarin looked horrified at the mere mention of leaving the city. Shifting his weight uncomfortably Zarin started to reply and stopped several times before he found the actual courage.

"I do not wish to sound ungrateful, Doctor, but we can not not leave. Leviathan is everything to us."

"It's just a city, Zarin, one that has never really been home to you."

"I can no more leave this city than I can hate Vael for what he has done. Even knowing the truth my heart still belongs to the Time Lords and Leviathan."

"Part of your coded loyalty." The Doctor sighed.

"All civilizations fall, all species come to extinction." Zarin continued. "Others of my knid had the challenge being there at the beginning and driving us forward, now we have the honour of witnessing the end."

"Not if I have anything to say about it." The Doctor said firmly. "I guess it is on to Plan C."

"We had Plans A and B?" Amy asked skeptically.

"I never bother with Plan A, it never works, and Plan B was to evacuate the city so that leaves us at Plan C."

"Which is?" Rory asked.

"I have to admit that Plan C is a lot like putting all your eggs in one basket, and then stepping on the basket."

"What?"

"I doubt that I can safely reroute the Apex without risking killing it, so we are just going to have to let it run over us."

"That sounds like a terrible plan." Rory said simply.

"It very much hinges on me being able to strengthen the dome over the city to the point where it can handle the staggering mass of the Apex."

"Can you do that?" Zarin asked.

"Unfortunately there is only one way to find out..."


	16. Chapter 16

Chapter Sixteen

"Doctor, you can't be serious."

"Of course I can, I just choose not to be." The Doctor chuckled.

"That's not what I meant and you know it." Amy rolled her eyes. "I'm talking about just letting the Apex just run over us."

"I am open to suggestions."

"Can't you talk to it?" Rory asked. "Ask it not to crush us?"

"Would you listen to an ant if it asked you not to squish it?"

"Probably." Rory said honestly. "I'd probably automatically take a step or two back in shock if an ant said anything to me."

"Good point." The Doctor conceded. "The real problem here is that the Apex doesn't really have intelligence, no actual brain, just a big neural net."

"Neural net?" Zarin repeated.

"Like a jelly fish, a primitive interconnected neural system that is governed by pure instinct. Being so large the Apex could never function with a centralized brain. By the time a neural impulse went from the brain all the way out to the tentacle so much time would have passed that the Apex would be thinking of other things. Sensory input would arrive long after the sensation meant anything anymore. The Apex wouldn't be able to coordinate anything."

"It doesn't look particularly coordinated as is either." Rory noted.

In the distance the far reaching arms of the Apex all seemed to have their own idea as to which direction the creature should be going. Several of the tentacles had managed to wrap themselves around large rock out croppings as it struggled to pull itself further up out of the ravine. There was a distant thunderous crack as the Apex snapped off one of the giant stones it had a hold of. Determined to keep its hold the tentacle wrapped tighter around the broken stone and dragged it towards the main body.

"Okay, no more time for gawking." The Doctor said as he clapped his hands together. "Lots of work to be done."

"As long as something can be done." Amy said seriously.

"These shields were designed to handle a lot of abuse, albeit not crushing force, but I'm sure I ca..."

The Doctor was cut off as the device in the secondary dome jumped to life once more. The barrel swiveled around to take aim on the Apex. The blue glow inside the weapon intensified as it began a high pitched whine in preparation to fire.

"No!" The Doctor cried.

"I thought you turned it off!" Amy exclaimed.

"So did I!"

The Doctor took off running down the corridor that was still open. His shoes splashed in the wet sand as he raced towards the device. Amy and Rory chased after him but half way across the sea floor Amy cried out and dropped to her knees.

"Amy!" Rory skidded to a stop and returned to Amy. "Doctor!"

The Doctor was almost to the second dome, hearing Rory's panic he stopped to turn around. The noise the device was making crescendoed as it began to crackle with the energy that it was about to release. Rory was on his knees supporting Amy as she clutched at her chest. Torn between the two emergencies the Doctor hesitated for a critical second. When the device hurdled a bolt of energy at the Apex the decision was made for him. He rushed back to Amy and Rory.

The Doctor was almost to Rory who was getting Amy to her feet when the bolt struck the Apex. All three were thrown to the sand as the ground beneath them shuddered. The once slow monster had surged forward in response to being injured. Scrambling to his feet the Doctor tried to help his companions up once more. The device fired off another round causing the Apex to create a more violent earthquake.

The Doctor would have been sent back down into the wet sand again if it wasn't for Zarin's sudden arrival. Zarin kept the Doctor on his feet before bending down and collecting Amy in his arms. With surprising strength he lifted her up. Standing up Zarin looked over the Doctor's shoulder and his large eyes widened further in terror.

"Doc...Doctor..." Zarin stuttered.

The Doctor turned briefly just as the shadow of the Apex fell over them. The creature had risen up and was now focusing all of its efforts on reaching the city. Facing a threat its neural net was commanding the Apex to act with a more singular purpose which greatly increased its speed. After rising up it began to fall forward with its multitude of arms flailing, like a crashing wave of flesh it covered nearly half the distance between itself and the city in seconds rather than the hours that the Doctor had predicted it would take.

The weapon fired again and for the first time the Doctor watched the impact. The blue energy bolt struck the sea monster's thick hide and scorched a painful welt across the surface, but it didn't do any true damage. Motivated to retaliate the Apex flung out a tentacle that stretched out as though it was made of rubber.

"Run!" The Doctor cried.

Zarin was locked in shock, but Rory forced him to turn around which helped the Leviathan snap out of it and take off running. They just reached the city when the massive suckered arm landed on the smaller dome that held the weapon. The shockwave of the strike threw everyone forward sending them sprawling across the marble floor. The Doctor rolled over on his back and looked up as the Apex struck the smaller dome again. This time the energy barrier failed and the Apex crushed the weapon. The corridor that had connected the city to the device snapped shut.

The Apex pulled back the tentacle but it was still bearing down on the city with frightening speed. The Doctor did a quick calculation and guessed that the city would be smothered within the hour. Hearing Amy coughing violently pulled the Doctor's attention away from the looming danger. Rory had helped her sit up before going into full medical mode as he tried to determine how serious her condition was.

"I'm fine." Amy insisted as she tried to push Rory away. "Just got a little dizzy."

"Your heart is racing."

"I was almost just squished by calamari, it was a bit frightening." Amy said in defense of her elevated pulse.

The Doctor knelt down in front of Amy and scanned her with the sonic. He looked at the read out for a moment before running it over her again. Amy visibly relaxed and smiled as she took her hand away from her chest.

"Amy?"

"I'm okay, Rory." Amy insisted.

"Doctor?" Rory asked.

"She's fine." The Doctor assured.

Rory pulled Amy into a gentle hug as the Doctor sat back on his heels and became momentarily lost in thought. The population of Leviathan had been drawn to the edge of the city by the noise and they all were standing at the outskirts of the buildings. The Doctor was struck by how calm they were as they watched the Apex and chattered among one another. A few of the Leviathans looked the Doctor's way and smiled brightly at him.

"You didn't tell them about the danger, did you? They expect the dome to protect them." The Doctor said quietly as he turned to Zarin. "They never made the decision to stay behind while I left them to die."

"No." Zarin admitted quietly. "I could not bring myself to tell them the truth...not even part of the truth."

"Then we can still evacuate the ci..."

"No." Zarin shook his head. "I will not leave Leviathan, it took all my strength to step out into the corridor to assist you. I would rather die than leave, and I know everyone feels the same. Beyond being an empath, we are all created from the same blueprint, from the same machine."

"They have a right to know the danger they are in." Amy said.

"To what end?" Zarin replied. "So that they can spend their last day in misery as I do? The Doctor lies to shield the ones he loves when he can not save them, I am simply doing the same. It is best that the end come unexpectedly and with their faith in the Time Lords as intact as possible."

"You're a quick learner, Zarin." The Doctor smiled sadly.

"Please, Doctor, you must leave, you have save yourself. The Time Lords...

"The Time Lords responsible for everything you've been through do not deserve your loyalty," the Doctor interrupted "but don't lose your faith in me just yet."

"Can I ask a stupid question?" Rory asked.

"Give it a try." The Doctor turned his attention to Rory.

"Why didn't the weapon kill the Apex?"

"I guess you can't ask a stupid question, because that's a fairly good one. The weapon certainly had the power to do so. However I think it was programed to instigate the Apex into attacking not to kill it."

"Why?"

"The ultimate test of the shields. I think Vael left Leviathan with the intention of coming back after the Apex test. If the shield held up then he knew he'd have a safe place from Rassilon's wrath if he needed it. If the shield failed then the evidence of his experiments here would be erased."

"Either way Vael wins." Amy grumbled.

"Exactly."

"So what do you think the odds are that the experiment will work?" Rory asked nervously.

"Well...the little dome didn't fair so well." The Doctor noted. "But that's okay."

"It is? It doesn't sound 'okay', it sounds like something worth panicking over."

"No need to panic just yet. Vael was clever, but I'm the Doctor." 


End file.
